Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 21st Report and
audited accounts for the financial year ended on March 31, 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS 2013-14 2012-13
Total Income 32.65 28.50
Profit/(Loss) before 0.44 0.01
Depreciation & Provisions
Depreciation 0.14 0.15
Provisions for Doubtful 0.00 89.30
Debts & Diminution in value of Investment
Provisions written back 0.00 89.83
Tax Expenses 0.00 0.00
Net Profit/(Loss) 0.30 0.39
OPERATIONS
During the year under review, the Company earned total income of
Rs.32.65 Lacs as against Rs.28.50 Lacs during the year 2012-13.
However, the Net Profit for the year under review was Rs.0.30 Lacs as
compared to a profit of Rs.0.39 Lacs during the year 2012-13.
DIVIDEND
In view of the inadequate profits in the current financial year, the
Board regrets its inability to recommend any dividend for the year
under review.
RESERVES
During the year, no amount was transferred to reserves.
AUDITORS
TheAuditors of the Company M/s Kalani & Company, Chartered Accountants,
Jaipur, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Audit Committee has
recommended to the Board, the re-appointment of M/s Kalani & Company,
Chartered Accountants, Jaipur, the present Auditors of the Company as
StatutoryAuditors of the Company from the conclusion of forthcoming
Annual General Meeting for a period of 3 years till the conclusion of
24th Annual General Meeting of the Company to be held in 2017, subject
to approval of the shareholders at the Annual General Meeting. The
auditors have furnished a certificate to the effect that the proposed
re-appointment, if made, will be in accordance with Section 141 of the
Companies Act, 2013.
COST AUDITORS
During the year, Board had appointed PRJ & Associates, Cost Accountant
to furnish Compliance certificate under Companies (Cost Accounting
Records) Rules, 2011. The Company shall duly file the Compliance
certificate for the financial year ended March 31, 2014 with the
Ministry of CorporateAffairs.
AUDITOR''S OBSERVATIONS
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
DIRECTORS
There was no change in composition of Board of Directors during the
financial year 2013-14. As per the provisions of newly applicable
Companies Act, 2013, Shri Naveen Gupta will retire by rotation at the
ensuing Annual General Meeting (AGM) of the Company and being eligible
seeks re-appointment. To
comply with the provisions of Section 149 and other applicable
provisions of Companies Act, 2013, the Board has recommended
appointment of Shri Naresh Kumar Gupta and Shri Rajendra Prasad Daga as
Independent Directors of the Company for a period of five years as
mentioned in the notice of the forthcoming Annual General Meeting.
PARTICULARS OF EMPLOYEES
None of the employees fall under the purview of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of employees)
Rules, 1975.
SUBSIDIARIES
The Company does not have any subsidiary Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is annexed and forms part of this annual report.
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part
ofAnnual Report.
COMPLIANCE CERTIFICATE
Pursuant to proviso to Section 383A of the Companies Act, 1956, a
Company having paid up share capital of Rs. 10 Lacs and above but upto
Rs. 500 Lacs is required to obtain Compliance Certificate from Company
Secretary or where the Company has not employed Company Secretary then
by Company Secretary in whole time practice.
The Compliance certificate obtained from the Company Secretary is
annexed and forms part of the Directors'' Report.
PUBLIC DEPOSITS
During the year under review, your Company has not
accepted any deposits from public.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges have lost their relevance in the recent past as the
transaction in securities are done online and in dematerialized form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the CompaniesAct, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable accounting
have been followed along with proper explanation relating to material
departures;
2. 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 true and fair view of the state of affairs of
your company at the end of the financial year and of the profit of your
company for that period;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure - I to
this Directors Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
co-operation extended by the Government authorities, Bankers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place : Jaipur (Anubha Gupta) (Naveen Gupta)
Date : 12.08.2014 Whole-time Director Director
DIN : 02914072 DIN : 01335569
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting their 20th Report and
audited accounts for the financial year ended on March 31, 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS 2012-13 2011-12
Total Income 28.50 22.88
Profit/(Loss) before 0.01 (9.71)
Depreciation & Provisions
Depreciation 0.15 0.17
Provisions for Doubtful
Debts & Diminution in 89.30 13.68
value of Investment
Provisions written back 89.83 7.00
Tax Expenses 0.00 0.00
Net Profit/(Loss) 0.39 (16.56)
OPERATIONS
During the year under review, the Company earned total income of Rs.
28.50 Lacs as against Rs. 22.88 Lacs during the year 2011-12 thus
registering a growth of approx. 25%. The Net Profit for the year under
review was Rs. 0.39 Lacs as compared to a loss of Rs. 16.56 Lacs during
the year 2011-12.
DIVIDEND
In view of the inadequate profits in the current financial year, the
Board regrets its inability to recommend any dividend for the year
under review.
RESERVES
During the year, no amount was transferred to reserves.
AUDITORS
The Auditors of the Company M/s Kalani & Company, Chartered
Accountants, Jaipur, retire at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. The auditors have
furnished a certificate to the effect that the proposed re-appointment,
if made, will be in accordance with sub-section (1B) of Section 224 of
the Companies Act, 1956.
COST AUDITORS
During the year, Board appointed Mr. Sultan Singh, Cost Accountant to
furnish certificate under Rule 2 of The Companies (Cost Accounting
Records) Rules, 2011. The Board has obtained the Compliance Certificate
for the year ended March 31, 2013 and will file the same along with
XBRL filing.
AUDITOR''S OBSERVATIONS
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
DIRECTORS
Shri Amit Mahipal Gupta has resigned from the post of Managing Director
w.e.f. May 11, 2012. However, he still continues to be associated with
the Company as a Non-exeutive Director.
The service tenure of Shri Amit Mahipal Gupta and Smt. Anubha Gupta
expired on December 31, 2012. The service agreement of Smt. Anubha
Gupta was renewed for 3 years from January 01, 2013 to December 31,
2015. However, Shri Amit Mahipal Gupta continues to be associated with
the Company as a Non-Executive Director. Also, Smt. Anubha Gupta had
foregone her remuneration except perquisites for the period of one year
w.e.f. January 1, 2013 to December 31, 2013.
As per provisions of Articles of Association, Shri Amit Mahipal Gupta
retires by rotation and being eligible, offers himself for
re-appointment.
PARTICULARS OF EMPLOYEES
None of the employees fall under the purview of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of employees)
Rules, 1975.
SUBSIDIARIES
The Company does not have any subsidiary Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is annexed and forms part of this annual report.
As on date, the company has complied with all provisions pertaining to
Clause 49 of the Listing Agreement with the Stock Exchanges in this
regard.
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
Annual Report.
COMPLIANCE CERTIFICATE
Pursuant to proviso to Section 383A of the Companies Act, 1956, a
Company having paid up share capital of Rs. 10 Lacs and above but upto
Rs. 500 Lacs is required to obtain Compliance Certificate from Company
Secretary or where the Company has not employed Company Secretary then
by Company Secretary in whole time practice.
The Compliance Certificate obtained from the Company Secretary is
annexed and forms part of the Directors'' Report.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from public in terms of Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your Directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges have lost their relevance in the recent past as the
transaction in securities are done online and in dematerialized form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting have been followed along with proper explanation relating to
material departures;
2. 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 true and fair view of the state of affairs of
your company at the end of the financial year and of the profit of your
company for that period;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure - I to
this Directors Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the co-operation
extended by the Government authorities, Bankers, Suppliers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the
Board of Directors
Sd/- Sd/-
Place : Jaipur (ANUBHA GUPTA) (AMIT MAHIPAL GUPTA)
Date : 13.08.2013 Whole-time Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their 18* Report and audited
accounts for the financial year ended on March 31, 2011.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS 2010-11 2009-10
Total Income 65.16 71.73
Profit/(Loss) before 10.39 (53.34)
Depreciation & Provisions
Depreciation 0.10 0.08
Provisions for Doubtful
Debts & Diminution in 73.40 (23.66)
value of Investment
Tax Expenses/FBT 0.00 0.00
NetProfit/(Loss) (63.11) (29.76)
Balance brought forward from (580.97) (551.21)
previous year
Balance carried forward (644.08) (580.97)
to Balance Sheet
OPERATIONS
During the year under review, the Company earned total income of Rs.
65.16 Lacs as compared to 71.73 Lacs during the year 2009-10. Further,
the Net Loss for the year under review was Rs. 63.11 Lacs as compared
to a loss of Rs. 29.76 Lacs during the year 2009-10 due to provision
for diminution in value of investments and provision for doubtful
debts.
DIVIDEND
In view of the adverse financial position of the Company, the Board
regrets its inability to recommend any dividend for the year under review.
RESERVES
During the year, no amount was transferred to reserves.
AUDITORS
The Auditors of the Company M/s Kalani & Company, Chartered
Accountants, Jaipur, retire at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. The auditors have
furnished a certificate to the effect that the proposed re-appointment,
if made, will be in accordance with sub-section (IB) of Section 224 of
the Companies Act, 1956.
AUDITOR'S OBSERVATIONS
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
DIRECTORS
As per provisions of Articles of Association, Shri Naresh Kumar Gupta
retires by rotation and being eligible, offers himself for
re-appointment.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
SUBSIDIARIES
The Company does not have any subsidiary Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is annexed and forms part of this annual report.
As on date, the company has complied with all provisions pertaining to
Clause 49 of the Listing Agreement with the Stock Exchanges in this
regard.
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors' Report.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from public in terms of Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges looses their relevance in the recent past as the transaction
in securities are done online and in dematerialized form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting have been followed along with proper explanation relating to
material departures;
2. 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 true and fair view of the state of affairs of
your company at the end of the financial year and of the profit of your
company for that period;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars required under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the co-operation
extended by the Government authorities, Bankers, Suppliers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the Board of Directors
Sd/-
(AMIT MAHIPAL GUPTA)
Managing Director
PLACE : JAIPUR
DATE : 11.08.2011
Mar 31, 2010
The Directors have pleasure in presenting their 17th Report and
audited accounts for the financial year ended on March 31,2010.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS 2009-10 2008-09
Total Income 64.13 41.26
Profit/(Loss) before (29.68) (17.84)
Depreciation & Provisions
Depreciation 0.08 0.11
Provisions Write back 31.27 2.40
Tax Expenses/FBT 0.00 0.74
Net Profit/(Loss) (29.76) (16.29)
Balance brought forward (551.21) (534.92)
from previous year
Balance carried forward (580.97) (551.21)
to Balance Sheet
OPERATIONS
During the year under review, the Company earned total income of Rs.
64:13 Lacs as compared to Rs. 41.26 Lacs during the year 2008-09.
Further, the Net Loss for the year under review was Rs. 29.76 Lacs as
compared to a loss of Rs. 16.29 Lacs during the year 2008-09.
RESERVES
In absence of profits, no amount was transferred to Reserves Account
during the year under review.
DIVIDEND
In view of the adverse financial position of the Company, the Board
regrets its inability to recommend any dividend for the year under
review.
AUDITORS
The Auditors of the Company M/s Kalani & Company, Chartered
Accountants, Jaipur, retire at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. The auditors have
furnished a certificate to the effect that the proposed re-appointment,
if made, will be in accordance with sub-section (IB) of Section 224 of
the Companies Act, 1956.
DIRECTORS
As per provisions of Articles of Association, Shri Naveen Gupta retires
by rotation and being eligible, offers himself for re-appointment.
During the year under review, Shri Kapil Gupta has resigned from the
office of Director of the company.
Shri Amit Mahipal Gupta was appointed as Managing Director for a period
of three years w.e.f. January 1,2010 and on the same date Smt. Anubha
Gupta was appointed as Additional Director and also the Whole-time
Director of the company.
Shri Rajendra Daga was appointed as Additional Director of the company
and his status on the board is of Non-Executive Independent Director. A
notice proposing Shri Rajendra Daga and Smt. Anubha Gupta have been
received from the shareholders for their regularization as directors
ofthe company.
FIXED DEPOSITS
The Company has not taken any fixed deposits from the public during the
year under review.
CORPORATE GOVERNANCE
A detailed report in this regard along with certificate from the
Practicing Company Secretary forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors Report.
COMPLIANCE CERTIFICATE
Pursuant to the proviso to Section 383A of the Companies Act, 1956, a
Company having paid up share capital of Rs. 10 Lacs and above but upto
Rs. 500 Lacs is required to obtain Compliance Certificate from
Practicing Company Secretary, if the Company is not having Company
Secretary in employment.
The Company has obtained Compliance Certificate from Practicing Company
Secretary, which is placed as Annexure to the Directors Report.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from public in terms of Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges looses their relevance in the recent past as the transaction
in securities are done online and in dematerialised form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting have been followed along with proper explanation relating to
material departures;
2. 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 true and fair view of the state of affairs of
your company at the end of the financial year and of the profit of your
company for that period;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Statement pursuant to Section 217(1) (a) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the report of
the Board of Directors) Rules, 1988 has been annexed and forms part of
this report.
PERSONNEL
None of the employees fall under the purview of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the co-operation
extended by the Government authorities, Bankers, Suppliers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the Board of Directors
Sd/-
PLACE: JAIPUR (AMIT MAHIPAL GUPTA)
DATE : 14.08.2010 Managing Director