Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting their 35th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2018.
Financial Performance:
A summary of companyâs financial performance for 2017-18:
(Rs. in Lakhs)
Particulars |
Year Ended 31.03.2018 |
Year Ended 31.03.2017* |
Gross Revenue |
16.62 |
26.85 |
Total Expenses |
15.50 |
21.48 |
Profit before tax |
1.14 |
5.37 |
Less: Tax Expenses/Differed Taxes |
0.70 |
1.49 |
Profit for the year |
0.42 |
3.88 |
Paid Up Equity Share Capital |
1400.00 |
1400.00 |
* Previous yearâs figures have been re-grouped/re-classified, wherever necessary to conform to this yearâs classification.
Operating & Financial Performance:
During the year under review, company made total income of Rs. 16.62 lakhs as against Rs. 26.85 lakhs in the previous year. The company has incurred total expenses of Rs. 15.50 lakhs against Rs. 21.48 lakhs in the previous year in the financial statement.
Your Company has made a Net profit of Rs. 0.42 lakhs against Rs. 3.88 lakhs in the previous year in financial statement.
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
Deposits:
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.
Dividend
Due to exigencies of funds, your directors do not recommend any dividend for the financial year 2017-18.
Number of Meeting of the Board:
During the year 2017-18, the Board of Directors met five times viz. on 22nd May,2017; 10th August, 2017; 3rd November, 2017; 06th February, 2018 and 27th March, 2018.
Directorsâ Responsibility Statement:
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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 as at March 31, 2018 and of the profit and loss of the company for that period;
(iii) the directors 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;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Details in respect of frauds reported by auditors under section 143(12)
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
Statement on declaration given by independent directors under sub-section (6) of section 149:
The independent directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).
Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;
The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, are provided in the Corporate Governance Report.
Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Related Party Transactions:
Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:
All Related Party Transactions (RPTs) which were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2017-18, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.
A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.
There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Material changes and commitments
During the period between 31.3.2018 and the date of this report of directors, your company has commenced new business trading activities of Waste Paper and Allied Products and has made a Revenue of Rs.193.69 lakhs from the aforesaid activity yielding Net profit of Rs. 49.78 lakhs during the first quarter of FY 2018-19, and has reported positive financial performance for the quarter ended 30.6.2018,which has immensely augmented the financial performance of the company for the FY2018-19 and has made material and significant impact on the operations of the company, giving impetus to the financial performance of the company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.
Risk management policy and its implementation
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.
Corporate Social Responsibility (CSR):
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.
Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors
The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.
Directors or Key Managerial Personnel who were appointed or have resigned during the year Appointment
There was no change with respect to appointment of Directors and KMP during the year under review, However following change has been made after 31.03.2018:
1. Mr. Vimal J. Maharajwala- Chief Executive Officer, appointed w.e.f. 14th August, 2018.
2. Mrs. Manisha Patel- Independent Director, appointed on the Board of the Company w.e.f. 14th August, 2018.
3. Mr. V.I. Garg- Additional Director and Executive Chairman, appointed on the Board of Company w.e.f. 14th August, 2018.
Resignation
There was no change with respect to resignation of Directors and KMP during the year under review, However following change has been made after 31.03.2018:
1. Mrs. Chanda Garg- Non Executive Director, resigned w.e.f. 14th August, 2018.
2. Mr. V.I. Garg- Managing Director, resigned w.e.f. 14th August, 2018.
Subsidiary Companies, Joint Venture Or Associate Companies:
During the year under review, there are no Subsidiary/Joint Ventures/ Associate Companies.
Significant and material orders passed by the regulators or courts
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
Details of internal financial controls with reference to the financial statements
The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The internal financial controls with reference to the financial statements were adequate and operating effectively. Presentation of financial statements
The financial statements of the Company for the year ended 31st March 2018, have been disclosed_as per Schedule III to the Companies Act, 2013.
Statutory Auditor
Your Companyâs Auditors, M/s G. R. Modi & Co., Chartered Accountants, (Firm Registration No.112617W) were appointed at the last AGM to hold office for a term of 5 years from the conclusion of last annual general meeting until the conclusion of the 39th annual general meeting of the Company. However, vide their letter dated 14th August, 2018 they have expressed their inability to continue as Statutory Auditors of your Company. The Board thus appointed M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of your Company in the casual vacancy caused by the said resignation effective 14th August, 2018 till the conclusion of the forthcoming AGM and have sought approval of members to appoint them for the aforesaid period.
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, as amended, it is mandatory to rotate the Statutory Auditors on completion of maximum term as provided therein. The Board on 14th August, 2018, has recommended appointment of M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of the Company and to hold office for a period of up to 5 consecutive years from the conclusion of the 35 th AGM till the conclusion of the 40th AGM, subject to ratification of their appointment by the shareholders at every AGM.
Your Company has obtained consent of M/s. Dhawan & Co., Chartered Accountants, and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company, subject to approval of the members in the forthcoming AGM.
Necessary resolution has been provided in the AGM notice seeking approval of members.
There are no qualifications, reservations or adverse remarks made by M/s. G. R. Modi & Co., Chartered Accountants, Statutory Auditors, in their Report.
Secretarial Audit
M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2018. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2018 in the prescribed Form MR-3 in Annexure A which forms part of this report.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report.
Indian Accounting Standards (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1st April, 2017 with a transition date of 1st April, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted âIND ASâ for the first time with effect from 1st April, 2017, with the comparatives for the periods ending 31st March, 2017.
Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure B in the prescribed Form MGT-9, which forms part of this report.
Vigil mechanism/whistle Blower Policy
The Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.
Management Discussion and Analysis Report:
The Managementâs discussion and analysis is set out in this Annual Report.
Report on Corporate Governance
Pursuant to the SEBI Listing Regulations, 2015, a separate section titled âCorporate Governanceâ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.
All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.
The Managing Director (CEO) and CFO have provided to the Board the compliance certificate with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.
A certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.
Secretarial standards of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
Statutory Disclosures
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companyâs website www.parlesoftwares.com. A physical copy of the same will be made available to any shareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.
Prevention of Sexual Harassment of Women at Workplace:
The Company has in place the âPolicy on Prevention of Sexual Harassment at the Workplaceâ in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.
Appreciations and Acknowledgements
The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.
Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Companyâs bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.
For and on behalf of the Board of Directors
Sd/- Sd/-
V.I. Garg Ashish Kankani
Place: Mumbai Executive Chairman Director
Date: August 14, 2018 (DIN:00409946) (DIN: 01971768)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Thirty Second Annual
report on the affairs of the Company together with the Audited
Statement of Accounts for the year ended on 31st March, 2015.
Financial Performance:
A summary of company's financial performance for 2014-2015:
(Rs. in Lakhs)
Particulars Year Ended Year Ended*
31.03.2015 31.03.2014
Total revenue 20.18 17.48
Gross Profit (before Interest,
depreciation & Tax) 7.29 6.99
Finance Charges - 0.01
Depreciation 1.76 4.95
Profit before tax 5.53 2.03
Tax Expenses (0.20) 0.55
Profit after tax 5.73 1.48
Profit for the year 5.73 1.48
Add: Balance brought forward from previous year 173.64 172.16
Profit available for appropriation 179.37 173.64
Paid up Equity Share Capital 1400.00 1400.00
* Previous year's figures have been re-grouped/ re-classified, wherever
necessary to conform to this year's classification.
Operating & Financial Performance:
During the year under review, company made total income of Rs.20.18
lacs as against Rs.17.48 lacs in the previous year. The company has
made profit before Interest, Depreciation and Tax of Rs.7.29 lacs
against Rs.6.99 lacs in the previous year in the financial statement.
Your Company has made a Net profit of Rs.5.73 lacs against Rs.1.48 lacs
in the previous year in financial statement.
There is no change in the nature of the business of the Company. There
were no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future. There were no material changes and commitment
affecting the financial position between March 31, 2015 and date of
this Report of Directors.
Deposits:
The Company has not invited/ accepted any deposits from the public
during the year ended March 31, 2015. There were no unclaimed or unpaid
deposits as on March 31, 2015.
Transfer to Reserve:
The Company do not proposes to transfer any amount to the General
Reserves.
Dividend
To conserve the resources of the Company, your directors do not
recommend any dividend for the financial year 2014-15.
Number of meeting of the Board:
During the year 2014-15, the Board of Directors met five times viz. on
20th May, 2014; 31st July, 2014; 12th November, 2014; 06th
February,2015; and 30th March, 2015.
Directors' Responsibility Statement:
Pursuant to the requirement under section 134(3)(C) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) 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 as at March 31, 2015 and of the profit and loss of the
company for that period;
(iii) the directors 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;
(iv) the directors had prepared the annual accounts on a going concern
basis; and
(v) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Statement on declaration given by independent directors under
sub-section (6) of section 149:
All Independent Directors have given declarations that they meet the
criteria of independent as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing agreement.
Company's policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section
(3) of section 178;
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of section 178, is appended as Annexure A to this Report.
Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
Related Party Transactions:
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the form AOC-2:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. All Related Party Transactions are placed before
the Audit Committee. Prior omnibus approval of the Audit Committee is
obtained for related party transactions wherever required and the
transactions entered into pursuant to the omnibus approval so granted
are placed before the Audit Committee for reviewing on a quarterly
basis.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website www.parlesoftwares.com. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arm's
length basis: Nil
2. Details of material contracts or arrangement or transactions at
arm's length basis: Nil
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
Since your Company does not own any manufacturing facility, the
requirements pertaining to disclosure of particulars relating to
conservation of energy, research and development and technology
absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable. The foreign exchange earnings and expenditure of the
Company during the year under review were Rs. NIL.
Risk management policy and its implementation
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors.
Corporate Social Responsibility:
As the Company does not fall under the mandatory bracket of Corporate
Social Responsibility, the Company has not taken any initiative on
Corporate Social Responsibility.
Statement indicating the manner in which formal annual evaluation has
been made by the Board of its own performance and that of its
committees and individual directors
The formal annual evaluation has been done by the board of its own
performance and that of its committee and individual directors on the
basis of evaluation criteria specified in the Nomination and
Remuneration policy of the Company. A member of the Board/committee did
not participate in the discussion of his/her evaluation.
Directors or Key Managerial Personnel* who were appointed or have
resigned during the year
The Board of Directors had appointed Ms. Chanda Garg as a woman
director with effect from March 30, 2015.
During the year Company had appointed Mr. Sheena Karkera as a Chief
Financial Officer of the Company w. e. f. March 30, 2015.
* Mr. Rakeshkumar D Mishra has been appointed as Company Secretary and
Compliance Officer w.e.f. April 01, 2015. & * Mr.V.I. Garg. Director of
the Company has been appointed as Managing Director of the Company
w.e.f. April 01, 2015.
Auditors
M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the
Company having registration number FRN No.112617W hold the office from
the conclusion of 31st Annual General Meeting until the conclusion of
the 34th Annual General Meeting and pursuant to Section 139 of the
Companies Act, 2013; the Company hereby places the matter relating to
such appointment for ratification by members at this annual general
meeting. The Company has received a certificate from the statutory
auditors to the effect that their re-appointment, if made, would be
within the limits prescribed. The statutory auditors have also
confirmed that they hold a valid certificate issued by the "Peer Review
Board" of The Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks or
disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their
report.
Secretarial Audit
M/s. Monika Thanvi & Associates, Company Secretaries in Practice
conducted Secretarial Audit for the financial year ended March 31,
2015. M/s. Monika Thanvi & Associates has submitted the Report
confirming compliance with the applicable provisions. The Secretarial
Audit Report for the financial year ended March 31, 2015 in the
prescribed Form MR-3 in Annexure B which forms part of this report.
There are no qualifications, reservations or adverse remarks or
disclaimers made M/s. Monika Thanvi & Associates, Company Secretary in
Practice, in secretarial audit report.
Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure C in the prescribed Form MGT-9, which forms
part of this report.
Vigil mechanism/whistle Blower Policy
The Company has established a vigil mechanism / Whistle Blower Policy
for Directors and employees to report their genuine concerns, details
of which have been given in the Corporate Governance Report annexed to
this Report.
Management Discussion and Analysis Report:
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management's discussion and analysis is set out in this Annual Report.
Report on Corporate Governance
A separate report on Corporate Governance is attached to this report
along with Statutory Auditor's certificate on its compliance.
Particulars of employees
Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(i) The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
Sr. Name of Director/KMP Remuneration of % increase in
No. and Designation Director / remuneration
KMP for in the
Financial Financial
Year 2014-15 Year 2014-15
V. I. Garg
1 (Managing Director, Nil Nil
Executive)
Ashish Kankani
2 (Non-Executive, Nil Nil
Independent Director)
Paresh Sampat
3 (Non-Executive, Nil Nil
Independent Director)
Harish Luharuka
4 (Non-Executive , Nil Nil
Independent Director)
Chanda Garg
5 (Non-Executive, Nil Nil
Additional Director)
Sheena Karkera
6 (Chief Financial 3,25,000 Nil
Officer)*
Rakeshkumar D. Nil Nil
7 Mishra (Company
Secretary &
Compliance Officer)**
Sr. Name of Director/KMP Ratio of Comparison of
No. and Designation Remuneration the Remuneration
to each of the KMP
Director/ to against the
median remune performance
-ration of of the Company
employees
1 V. I. Garg Nil
2 Ashish Kankani Nil
3 Paresh Sampat Nil
4 Harish Luharuka Nil
5 Chanda Garg Nil Profit before tax
increased by 173% and
profit after tax
6 Sheena Karkera 2.95 increased by 288% in
Financial Year 2014-15
7 Rakeshkumar D. Mishra Nil
* Mr. Sheena Karkera as a Chief Financial Officer of the Company w.e.f.
March 30, 2015
** Rakesh Mishra, Company Secretary of the Company has been appointed
w.e.f. 01.04.2015.
ii) The median remuneration of employees of the Company during the
financial year was 1.10 lakhs.
iii) In the financial year, there was an increase of 10.42% in the
median remuneration of employees;
iv) There were 5 permanent employees on the rolls of Company as on
March 31, 2015;
v) Relationship between average increase in remuneration and company
performance:- The Profit before Tax for the financial year ended March
31, 2015 increased by 173% whereas the increase in median remuneration
was 10.42%. The average increase in median remuneration was in line
with the performance of the Company.
vi) Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by NIL
from 2013-14 to 2014-15 whereas the Profit before Tax increased by 173%
to 5.53 Lakhs in 2014-15 (Rs.2.02 Lakhs in 2013-14).
vii) a) Variations in the market capitalization of the Company : The
market capitalization as on March 31, 2015 was Rs. 2,905 Lakhs (Rs.
1974 Lakhs as on March 31, 2014)
b) Price Earnings ratio of the Company was 519 as at March 31, 2015 and
was 1410 as at March 31, 2014
c) The Company has not come out with an IPO, it was listed pursuant to
the Scheme of Arrangement through the Hon'ble High Court for the State
of Maharashtra Judicature at Bombay, its order dated 18/08/2003 under
rule 19(2)(b) of the Securities Contract Regulation (Rules) 1957.
viii) Average percentage increase made in the salaries of employees
other than the managerial personnel in the last Financial year i.e.
2014-15 was 10.42% and there was NIL managerial remuneration for the
same financial year.
ix) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Human Resources, Nomination and
Remuneration Committee as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - Not Applicable;
and
xi) It is hereby confirmed that the remuneration paid is as per the as
per the Remuneration Policy for Directors, Key Managerial Personnel and
other Employees. None of the employee has received remuneration
exceeding the limit as stated in rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Appreciations And Acknowledgements
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associates and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company's bankers, financial institutions,
Regulatory Authorities, Stock Exchanges and shareholders at large and
look forward to the same in greater measure in the coming years.
For and on behalf of the Board of Director
V. I. Garg Ashish Kankani
Managing Director Director
(DIN 00409946) (DIN 01971768)
Mar 31, 2014
Dear Members,
The Company''s Directors are pleased to present the Thirty First Annual
Report of the company together with the Audited Accounts for the
financial year ended 31st March, 2014. Since this Report pertains to
financial year that commenced prior to 1 April 2014 the contents
therein are governed by the relevant provisions / schedules / rules of
the Companies Act, 1956, in compliance with General Circular No.
08/2014 dated 4 April 2014 issued by the Ministry of corporate Affairs.
FINANCIAL RESULTS
The financial results of the Company are elaborated in the annexed
Management Discussion and Analysis Report.
The highlights of the Standalone Financial Results are as under:
(Amounts in Lacs)
Particulars FY2014 FY2013
Total revenue 17.48 22.26
Gross Profit (before Interest and depreciation) 6.99 13.68
Finance Charges 0.01 7.63
Depreciation 4.95 4.95
Profit before tax 2.02 1.10
Tax Expenses 0.55 (0.44)
Profit after tax 1.48 1.54
Profit for the year 1.48 1.54
Add: Balance brought forward from previous year 172.16 170.62
Profit available for appropriation 173.64 172.16
Paid Up Equity Share Capital 1400.00 1400.00
*: Previous year''s figures have been re-grouped/re-classified, wherever
necessary to conform to this year''s classification.
FINANCIAL HIGHLIGHTS AND OPERATIONS
During the year under review, company on a standalone basis have made
total Income of Rs.17.48 lacs as against Rs.22.26 in the previous year.
The company has made profit before Interest, Depreciation and Tax of
Rs.6.99 lacs against Rs. 13.68 lacs in the previous year in the
standalone financial statement.
Your company has made a Net profit of Rs. 1.48 lacs against Rs.1.54
lacs in the previous year in Standalone financial statement.
APPROPRIATION
In view of the financial performance of the company, your Directors do
not recommend any dividend for the year under review.
CHANGES IN SHARE CAPITAL
During the year, Company has not made any allotment of Equity or
preference Shares.
CHANGES OF REGISTERED OFFICE
During the year, for the administrative conveyance the Company has
shifted its Registered Office of the Company with effect from March 31,
2014 to 403, 4th floor, Kane Plaza, Mind Space, Off Link Road, Malad
(West), Mumbai-400 064.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report are attached as
Annexure I.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II together with a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchange(s). A Certificate of the CFO of the Company in terms
of sub- clause(v) of Clause 49 of Listing Agreement, inter alia,
confirming the correctness of the financial statements, adequacy of the
internal control measures and reporting of matters to the Audit
Committee, is also annexed. A certificate from the practicing Company
Secretary confirming compliance with the conditions of the Clause 49 of
the Listing Agreement(s) is also attached. The Company is in compliance
with the requirements and disclosures that have to be made in this
regard.
During the year, Secretarial Audit were carried out. The detailed
reports on the same are attached of this Annual Report.
GENERAL SHAREHOLDER''S INFORMATION
Detailed information in this regard is provided in this section
''General Shareholder Information'' forming part of this Annual Report
attached as Annexure III.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
Since your Company and their associate does not own any manufacturing
facility, the requirements pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and expenditure of the Company during the
year under review were Rs. NIL.
ASSOCIATE
During the year, the Company''s associate Hazoor Township Developers
Pvt. Ltd., (HTD) ceased to be the associate of the Company with effect
from 17th January,2014, upon divestment of its share holding in the
capital of the associate. The above mentioned cessation of the
associate will have no bearing on the performance / operation of the
Company as it has plans to invest the divestment funds into its
existing infrastructure and real estate development activities.
GROUP
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising "group" as defined under the
Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
BOARD OF DIRECTORS
Details regarding Directors proposed to be appointed at the Annual
General Meeting to be held on September 16, 2014, due to changes
arising from the implementation of the Companies Act, 2013 are provided
in the Explanatory statement of the Notice convening the Annual General
Meeting.
In light of the provisions of the Companies Act, 2013, the information
as required to be disclosed under clause 49 of the listing agreement in
case of re-appointment of independent director is provided in the
Notice of the forthcoming annual general meeting.
As per the provisions of the Companies Act, 2013, Independent Directors
are required to be appointed for a term of five consecutive years and
shall not be liable to retire by rotation. Accordingly, resolutions
proposing appointment of Independent Directors form part of the Notice
of the Annual General Meeting. All independent directors will retire at
the ensuing Annual General Meeting and being eligible offer themselves
for re-election.
Pursuant to section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. The Board already has two third of its directors
in the category of independent directors in terms of the provisions of
clause 49 of the listing agreement. The independent directors Mr.
Ashish Kankani & Mr. Harish Luharuka are retiring from directorship by
rotation at the ensuing Annual General Meeting in terms of the
provision of erstwhile Companies Act of 1956, and will be re- appointed
for a term of 5 years and they are not liable to retire by rotation.
The Board therefore, appointed the existing independent directors under
clause 49 as ''independent directors'' pursuant to Companies Act, 2013,
subject to approval of shareholders.
As required under the said Act and the Rules made thereunder, the same
is now put up for approval of members at the ensuing annual general
meeting. Necessary details have been annexed to the Notice of the
meeting in terms of section 102(1) of the Companies Act, 2013.
The independent directors have submitted the declaration of
independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section(6).
With the appointment of independent directors, the conditions specified
in the Act and the Rules made thereunder as also under new clause 49 of
the listing agreement stand complied.
RESPONSIBILITY STATEMENT
The Directors confirm that:
* in the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
* they 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 profits of the
Company for that period.
* they have taken proper and sufficient care for 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: and
* they have prepared the annual accounts on a going concern basis.
* Proper systems are in place to ensure compliance of all laws
applicable to the Company.
AUDITORS'' REPORT
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
AUDITORS
The terms of office of M/s. G. R. Modi & Co, Chartered Accountants,
(Firm No. 112617W) Statutory Auditor of the Company will expire with
the conclusion of forthcoming Annual General Meeting of the Company.
The Company has received necessary consent letter and the certificates
from the Auditor regarding their eligibility under section 139 and
section 141 of the Companies Act, 2013 for their appointment.
Accordingly, the approval of the Shareholders for the appointment of
M/s. G. R. Modi & Co, Chartered Accountants as Statutory Auditors of
the Company to hold office from the conclusion of this AGM until the
34th AGM, subject to ratification by shareholders at each AGM to be
held hereafter and to fix their remuneration for the year 2014-15. A
resolution proposing appointment of M/s. G. R. Modi & Co as the
Statutory Auditors of the Company pursuant to Section 139 of the
Companies Act, 2013 forms part of the Notice.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the changes in law permitting companies to send electronic
copies of Annual Report to the e-mail IDs of shareholders, we have
arranged to send the soft copies of these documents to the e-mail IDs
of shareholders, we have arranged to send the soft copies of these
documents to the e-mail IDs of shareholders available with us or our
depositories. In case any of the shareholders would be like to receive
physical copies of these documents, the same shall be forwarded on
written request to the Company.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58 A of the Companies Act, 1956 and companies (Acceptance of
deposits) Rules, 1975.
EMPLOYEES
Since the Real Estate and infrastructure development activities was
carried out by the associate of the company, the staff strength of the
Company comprises of few selected highly qualified and experienced
professionals who are in charge of the administration and financial
management of the company. Employee relations continue to be cordial.
During the year under review, there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associate and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company''s bankers, financial institutions,
Regulatory Authorities, Stock Exchanges and shareholders at large and
look forward to the same in greater measure in the coming years.
On behalf of the Board
Place: Mumbai Ashish Kankani
Date: 31st July, 2014 Non Executive Chairman
Mar 31, 2013
To The Members
The Directors have pleasure in presenting their Thirtieth Annual
Report of the company together with the Audited Accounts for the year
ended 31st March, 2013.
FINANCIAL RESULTS
The salient features of the Company''s standalone and consolidated
financial results for the year under review are as follows:
(Amounts in Lacs)
STANDALONE CONSOLIDATED
31.03.13 31.03.12 31.03.13 31.03.12
Total Income 22.26 20.59 22.26 20.59
Profit / (Loss)
(before Interest, depreciation 13.68 (0.55) 13.68 (0.55)
and tax)
Less: Finance Charges 7.63 0.53 7.63 0.53
Less: Depreciation 4.95 5.49 4.95 5.49
Profit/(Loss) before tax 1.10 (6.57) 1.10 (6.57)
Less: Provision for tax
Current NIL NIL NIL NIL
Deferred (0.44) 0.37 (0.44) 0.37
Profit/(Loss) after tax 1.54 (6.93) 1.54 (6.93)
Add: ShareofProfit
from Associates 0.24 NIL
Profit/(Loss) for the year 1.54 (6.93) 1.78 (6.93)
PaidUpEquity Share Capital 1400.00 1400.00 1400.00 1400.00
*: Previous year''s figures have been re-grouped/re-classified, wherever
necessary to conform to this year''s classification.
FINANCIAL HIGHLIGHTS AND OPERATIONS
During the year under review, company on a standalone basis have made
total Income of Rs.22.26 lacs as against Rs.20.59 in the previous year.
The company has made profit before Interest, Depreciation and Tax of
Rs.13.68 lacs against loss of Rs. 0.55 lacs in the previous year in the
standalone financial statement.
Your company has made a Net profit of Rs. 1.54 lacs against loss of
Rs.6.93 lacs in the previous year in Standalone financial statement and
the company has made a Net profit of Rs. 1.78 lacs against loss of
Rs.6.93 lacs in the previous year in Consolidated financial statement.
APPROPRIATION
Your Directors do not recommend any dividend for the year under review.
CHANGES IN SHARE CAPITAL
During the year, Company has not made any allotment of Equity or
preference Shares.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report are attached as
Annexure I.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II. A certificate from the practicing
Company Secretary confirming compliance with the conditions of the
Clause 49 of the Listing Agreement(s) is also attached. The Company is
in compliance with the requirements and disclosures that have to be
made in this regard.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a
certificate from Non Executive Chairman, inter alia, confirming the
correctness of the financial statements, adequacy of internal control
measures and reporting of matters to the Audit and Compliance Committee
in terms of the said Clause, is also enclosed as a part of the said
Report.
GENERAL SHAREHOLDER''S INFORMATION
Detailed information in this regard is provided in this section
''General Shareholder Information'' forming part of this Annual Report
attached as Annexure III.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
Since your Company and their Associates does not own any manufacturing
facility, the requirements pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable.
Foreign Exchange Earnings and Outgo
The foreign exchange earnings and expenditure of the Company during the
year under review were Rs. NIL.
ASSOCIATES
During the year, the Company''s associate Hazoor Township Developers
Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities
and they are developing a Residential Project under a Joint Venture
(A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project
comprising of affordable apartments catering to middle income group,
situated at Hingane off Sinhagad Road, Pune.
GROUP
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising "group" as defined under the
Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
DIRECTORS
Mr. Harish Luharuka, Directors of the Company, retire by rotation at
the ensuing Annual General Meeting and being eligible offer himself for
reappointment. Profiles of these Directors, as required by Clause 49
(IV)(G) of the Listing Agreements are furnished in the Corporate
Governance Report forming part of this Annual Report.
RESPONSIBILITY STATEMENT:-
The Directors confirm that:
- in the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
- they 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.
- they have taken proper and sufficient care for 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: and
- they have prepared the annual accounts on a going concern basis.
AUDITORS'' REPORT
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
AUDITORS
M/s Ajmera Ajmera & Associates, Chartered Accountants were appointed as
Statutory Auditors of the Company for the year ended March, 2013. They
expressed their unwillingness to continue as Statutory Auditors.
In view of the above, the board of directors at its meeting held on
14th January, 2013, proposed the appointment of M/s G. R. Modi & Co.,
Chartered Accountants as the statutory auditor of the company in the
place of the retiring statutory auditor M/s Ajmera Ajmera & Associates,
Chartered Accountants and their appointment had been ratified by the
members of the company at the EGM held on 05.02.2013.
M/s G. R. Modi & Co., Statutory Auditors of the Company retire and
offers themselves for re-appointment as the Statutory Auditors of the
Company, pursuant to Section 224 of the Companies Act, 1956.
CONSOLIDATED ACCOUNTS
In accordance with Accounting Standard AS-23 prescribed by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its Associates along with Auditors Report thereon is
annexed to this report.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956 and companies (Acceptance of
deposits) Rules, 1975.
EMPLOYEES
Since the Real Estate and infrastructure development activities are
carried out by the Associates of the company. The staff strength of the
Company comprises of few selected highly qualified and experienced
professionals who are in charge of the administration and financial
management of the company. Employee relations continue to be cordial.
During the year under review ,there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
APPRECIATIONS AND ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associates and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company''s bankers, financial institutions,
Regulatory Authorities, Stock Exchanges and shareholders at large and
look forward to the same in greater measure in the coming years.
For & on behalf of the Board
Place: Mumbai Ashish Kankani
Date: 06th July, 2013 Director
Mar 31, 2012
The Directors have pleasure in presenting their Twenty Ninth Annual
Report of the company together with the Audited Accounts for the year
ended 31st March, 2012.
FINANCIAL RESULTS
The salient features of the Company's standalone and consolidated
financial results for the year under review are as follows:
(Amounts in Lacs)
STANDALONE CONSOLIDATED
31.03.12 31.03.11 31.03.12 31.03.11
Total Income 20.59 190.00 20.59 1.62
Profit / (Loss) (before
Interest, depreciation (0.55) 153.93 (0.55) (34.45)
and tax)
Less: Finance Charges 0.53 NIL 0.53 NIL
Less: Depreciation 5.49 3.65 5.49 3.65
Profit/(Loss) before Tax (6.57) 150.28 (6.57) (38.10)
Less: Provision for Tax
Current NIL 1.75 NIL 1.75
Deferred 0.37 (29.02) 0.37 (29.02)
Profit / (Loss) after Tax (6.93) 177.55 (6.93) (10.83)
Add: Share of Profit from
Associates - - NIL NIL
Profit / (Loss) for the year (6.93) 177.55 (6.93) (10.83)
Paid Up Equity Share Capital 1400.00 1400.00 1400.00 1400.00
*: Previous year's figures have been re-grouped/re-classified,
wherever necessary to conform to this year's classification.
FINANCIAL HIGHLIGHTS AND OPERATIONS
During the year under review, company on a standalone basis have made
total Income of Rs.20.59 lacs as against Rs.190.00 lacs in the previous
year. The company has made Loss before Interest,Depreciation and Tax of
Rs. 0.55 lacs against profit of Rs. 153.93 lacs in the previous year in
the standalone financial statement.
Your company has made a Net loss of Rs. 6.93 against Rs.10.83 lacs in
the previous year in Consolidated financial statement.
APPROPRIATION
Your Directors do not recommend any dividend for the year under review.
CHANGES IN SHARE CAPITAL
During the year, Company has not made any allotment of Equity or
preference Shares. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report are attached as
Annexure I.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure
II. A certificate from the practicing Company Secretary confirming
compliance with the conditions of the Clause 49 of the Listing
Agreement(s) is also attached. The Company is in compliance with the
requirements and disclosures that have to be made in this regard.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a
certificate from Managing Director, inter alia, confirming the
correctness of the financial statements, adequacy of internal control
measures and reporting of matters to the Audit and Compliance Committee
in terms of the said Clause, is also enclosed as a part of the said
Report.
GENERAL SHAREHOLDER'S INFORMATION
Detailed information in this regard is provided in this section
'General Shareholder Information' forming part of this Annual
Report attached as Annexure III.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGO
Since your Company and their Associates does not own any manufacturing
facility, the requirements pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable.
Foreign Exchange Earnings and Outgo
The foreign exchange earnings and expenditure of the Company during the
year under review were Rs. NIL.
ASSOCIATES
During the year, the Company's associate Hazoor Township Developers
Pvt. Ltd., (HTD) are engaged in infrastructure & Real Estate activities
and they are developing a Residential Project under a Joint Venture
(A.O.P) viz. "HAZOOR HOMES", implementing the Housing Project
comprising of affordable apartments catering to middle income group,
situated at Hingane off Sinhagad Road, Pune.
GROUP
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising "group" as defined under the
erstwhile Monopolies and Restrictive Trade Practices ("MRTP") Act,
1969 are disclosed in the Annual Report for the purpose of the
erstwhile SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997.
DIRECTORS
Mr. Ravindra Shenoy, director resigned w.e.f.12.06.2012. The Board
places on record its appreciation for their service accorded to your
company.
Mr. V. I. Garg and Mr. Ashish Kankani, Directors of the Company, retire
by rotation at the ensuing Annual General Meeting and being eligible
offer themselves for reappointment. Profiles of these Directors, as
required by Clause 49 (IV)(G) of the Listing Agreements are furnished
in the Corporate Governance Report forming part of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE
COMPANIES ACT, 1956
As required by sub-section (2AA) of section 217 of the Companies
(Amendment) Act 2000, the directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards has been followed.
b) they 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 year.
c) they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis.
AUDITORS' REPORT
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
AUDITORS
M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of
the Company retire as statutory auditors at the conclusion of this
Annual General Meeting and are seeking their re-appointment. A
certificate from them has been received to the effect that their re-
appointment as statutory auditors, if made, would be within the limits
prescribed u/s 224(1B) of the Companies Act, 1956 and they do not
suffer any disqualifications as laid down in section 226 of the act.
M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also
confirmed that they have been subjected to the peer review process of
ICAI, & they hold a valid certificate issued by the peer review Board
of the ICAI.
CONSOLIDATED ACCOUNTS
In accordance with Accounting Standard AS-23 prescribed by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its Associates along with Auditors Report thereon is
annexed to this report.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956 and companies (Acceptance of
deposits) Rules, 1975.
EMPLOYEES
Since the Real Estate and software development activities are carried
out by the Associates of the company. The staff strength of the Company
comprises of few selected highly qualified and experienced
professionals who are in charge of the administration and financial
management of the company. Employee relations continue to be cordial.
During the year under review ,there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associates and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company's bankers, financial
institutions, and shareholders at large and look forward to the same in
greater measure in the coming years.
For & on behalf of the Board
Place: Mumbai Ashish Kankani
Date: 31st July, 2012 Director
Mar 31, 2011
The Members
The Directors have pleasure in presenting their Twenty Eight Annual
Report of the company together with the Audited Accounts for the period
ended 31st March, 2011.
FINANCIAL RESULTS
The salient features of the Company's standalone and consolidated
financial results for the period under review are as follows:
(Amounts in Lacs)
STANDALONE CONSOLIDATED
31.03.11 31.07.10 31.03.11 31.07.10
Total Income 190.00 24.51 1.62 24.51
Profit / (Loss)
(before Interest,
depreciation 153.93 (227.04) (34.45) (227.04)
and tax)
Less: Finance Charges NIL 19.10 NIL 19.10
Less: Depreciation 3.65 12.85 3.65 12.85
Profit/(Loss) before tax 150.28 (258.99) (38.10) (258.99)
Less: Provision for tax
Current 1.75 NIL 1.75 NIL
Deferred (29.02) (8.18) (29.02) (8.18)
Profit / (Loss)
after tax 177.55 (250.81) (10.83) (250.81)
Add: Share of Profit
from Associates NIL 64.03
Profit / (Loss) for
the period 177.55 (250.81) (10.83) (186.78)
Paid Up Equity Share
Capital 1400.00 1400.00 1400.00 1400.00
FINANCIAL HIGHLIGHTS AND OPERATIONS
During the period under review, company on a standalone basis have made
total Income of Rs.190.00 lacs as against Rs.24.51 lacs in the previous
year. The company has made profit before Interest, Depreciation and Tax
of Rs. 153.93 lacs against loss of Rs. 227.04 lacs in the previous year
in the standalone financial statement. Other operative income of Rs.
188.38 lacs in standalone financial statements represents surplus on
cost of Investments in Associates as per AS-13 and it was recognized as
'Share of Profit from Associates' in Consolidated Financial Statements
in the earlier years on basis of Equity Method as per AS Ã 23
Your company has made a Net loss of Rs. 10.83 lacs against net loss of
Rs. 250.81 lacs in the previous year in Consolidated financial
statement.
APPROPRIATION
Your Directors do not recommend any dividend for the period under
review.
CHANGES IN SHARE CAPITAL
During the period, Company has not made any allotment of Equity or
preference Shares.
CHANGE IN FINANCIAL PERIOD
Board of Directors at their meeting held on 29th April, 2011 approved
to change the financial period of the company from 31st July to 31st
March and accordingly the current financial period will be from 1st
August, 2010 to 31st March, 2011. (8 months)
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report are attached as
Annexure I.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II. A certificate from the practicing
Company Secretary confirming compliance with the conditions of the
Clause 49 of the Listing Agreement(s) is also attached. The Company is
in compliance with the requirements and disclosures that have to be
made in this regard.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a
certificate from Managing Director, inter alia, confirming the
correctness of the financial statements, adequacy of internal control
measures and reporting of matters to the Audit and Compliance Committee
in terms of the said Clause, is also enclosed as a part of the said
Report.
GENERAL SHAREHOLDER'S INFORMATION
Detailed information in this regard is provided in this section
'General Shareholder Information' forming part of this Annual Report
attached as Annexure III.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
Since your Company and their Associates does not own any manufacturing
facility, the requirements pertaining to disclosure of particulars
relating to conversation of energy, research and development and
technology absorption, as prescribed under the companies (Disclosure of
particulars in the report of Board of Directors) Rules 1988 are not
applicable.
Foreign Exchange Earnings and Outgo
The foreign exchange earnings and expenditure of the Company during the
period under review were Rs. 20.04 Lacs.
ASSOCIATES
During the period, Samay Techno Corp & Universal Technologies, who were
engaged in software development activities, ceased to be associates of
the company w.e.f. 31.12.2010.
The Company's associate Hazoor Township Developers Pvt. Ltd., (HTD) are
engaged in infrastructure & Real Estate activities and they are
developing a Residential Project under a Joint Venture (A.O.P) viz.
"HAZOOR HOMES", implementing the Housing Project comprising of
affordable apartments catering to middle income group, situated at
Hingane off Sinhagad Road, Pune.
GROUP
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising "group" as defined under the
Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
DIRECTORS
Mr. Rahul Shidhaye, director resigned w.e.f. 23.05.2011. The Board
places on record its appreciation for their service recorded to your
company.
Mr. Ravindra Shenoy & Mr. Harish Luharuka, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for reappointment. Profiles of these
Directors, as required by Clause 49 (IV)(G) of the Listing Agreements
are furnished in the Corporate Governance Report forming part of this
Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE
COMPANIES ACT, 1956
As required by sub-section (2AA) of section 217 of the Companies
(Amendment) Act 2000, the directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards has been followed.
b) they 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 period and of the profit and
loss of the company for that period.
c) they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis.
AUDITORS' REPORT
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
AUDITORS
M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of
the Company retire as statutory auditors at the conclusion of this
Annual General Meeting and are seeking their re-appointment. A
certificate from them has been received to the effect that their re-
appointment as statutory auditors, if made, would be within the limits
prescribed u/s 224(1B) of the Companies Act, 1956 and they do not
suffer any disqualifications as laid down in section 226 of the act.
M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also
confirmed that they have been subjected to the peer review process of
ICAI, & they hold a valid certificate issued by the peer review Board
of the ICAI.
CONSOLIDATED ACCOUNTS
In accordance with Accounting Standard AS-23 prescribed by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its Associates along with Auditors Report thereon is
annexed to this report.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956 and companies (Acceptance of
deposits) Rules, 1975.
EMPLOYEES
Since the Real Estate and software development activities are carried
out by the Associates of the company. The staff strength of the Company
comprises of few selected highly qualified and experienced
professionals who are in charge of the administration and financial
management of the company. Employee relations continue to be cordial.
During the period under review ,there was no employee employed
throughout the financial period who was in receipt of remuneration in
excess of the limits prescribed under section 217 (2A) of the Companies
Act, 1956, read with companies (Particulars of Employee) Rules, 1975.
ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the period. Your Directors would like to record
their sincere appreciation for the support and co-operation that your
Company received from business associates and other strategic partners
of the company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Company's bankers, financial institutions,
and shareholders at large and look forward to the same in greater
measure in the coming years.
For & on behalf of the Board
Vikas Shukla
Managing Director
Place : Mumbai
Date : 1st August, 2011
Jul 31, 2010
The Directors have pleasure in presenting their Twenty Seventh Annual
Report of the company together with the Audited Accounts for the year
ended 31st July 2010.
FINANCIAL RESULTS
The salient features of the Companys standalone and consolidated
financial results for the year under review are as follows:
(Rs. in Lacs)
STANDALONE CONSOLIDATED
31.07.2010 31.07.2009 31.07.2010 31.07.2009
Total Income 24.51 54.26 24.51 54.26
Profit / (Loss)
(before
Interest, (227.04) (480.97) (227.04) (480.97)
depreciation
and tax)
Less: Finance
Charges 19.10 16.19 19.10 16.19
Less: Depreciation 12.85 8.77 12.85 8.77
Profit/(Loss) before
tax (258.99) (505.93) (258.99) (505.93)
Less: Provision
for tax (8.18) NIL (8.18) NIL
Profit / (Loss)
after tax (250.81) (505.93) (250.81) (505.93)
Add: Share of
Profit from
Associates - - 64.03 63.19
Profit / (Loss)
for the year (250.81) (505.93) (186.78) (442.74)
Paid Up Equity
Share Capital 1400.00 1400.00 1400.00 1400.00
BUSINESS PERFORMANCE
During the year under review, company on a standalone basis have made
total Income of Rs. 24.51 lacs as against Rs. 54.26 lacs in the
previous year.
The company has incurred loss before Interest, Depreciation and Tax of
Rs. 227.04 lacs against Rs. 480.97 lacs in the previous year in the
standalone financial statement. Your company has made a Net loss of Rs.
250.81 lacs against net loss of Rs. 505.93 lacs.
On a consolidated basis, your company has made an additional Profit of
Rs. 64.03 lacs as Share of Profits from Associates against Rs. 63.19
lacs in the previous year. Your company has made a Net loss for the
year of Rs. 186.78 lacs against Rs. 442.74 lacs.
APPROPRIATION
During the year loss of Rs. 121.66 lacs for the fiscal 2010 has been
debited to General Reserve. In order to conserve resources for future
growth, your Directors do not recommend any dividend for the year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report are attached as
Annexure I.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement(s) entered into
with the Stock Exchange(s), a Compliance Report on Corporate Governance
is attached as per Annexure II. A certificate from the Statutory
Auditors of the Company, M/s. Ajmera Ajmera & Associates confirming
compliance with the conditions of the Clause 49 of the Listing
Agreement(s) is also attached. The Company is in compliance with the
requirements and disclosures that have to be made in this regard. In
terms of sub-clause (v) of Clause 49 of the Listing Agreement, a
certificate from Managing Director, inter alia, confirming the
correctness of the financial statements, adequacy of internal control
measures and reporting of matters to the Audit and Compliance Committee
in terms of the said Clause, is also enclosed as a part of the said
Report.
GENERAL SHAREHOLDERS INFORMATION
Detailed information in this regard is provided in this section
General Shareholder Information forming part of this Annual Report
attached as Annexure III.
SECRETARIAL COMPLIANCE REPORT
As a reflection of your Companys commitment to transparency, the Board
is pleased to enclose the Secretarial Compliance Report for the
financial year 2009-10 as a part of this Directors Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
Since the software development activities are exclusively carried out
by the Associates of the company, the requirement pertaining to
disclosure of particulars relating to conversation of energy, research
and development and technology absorption, as prescribed under the
companies (Disclosure of particulars in the report of Board of
Directors) Rules 1988 are not applicable. There were no Foreign
Exchange Earnings and outgo during the year.
ASSOCIATES
During the year, Companys software development activities are carried
out by its associates namely Samay Techno. Corp. and Universal
Technologies. The revenue of Rs. 64.03 lacs against previous year Rs.
63.19 lacs accrued to the company from its associates by way of its
share of profit which has been shown in the Consolidated Financial
Statement as per principles and procedures for consolidation as laid
out in the Accounting Standard - 23 (AS-23) issued by the Institute of
Chartered Accountants of India (ICAI)/ Company (Accounting Standards)
Rules, 2006. Samay Techno Corp & Universal Technologies ceased to be an
associate w.e.f. 31.12.2010.
During the year, the Company has acquired 45.83% stake in the capital
of Hazoor Township Developers Pvt. Ltd., which is a subsidiary of
Hazoor Multi Projects Ltd., a Real Estate major.
This Strategic investment will create an opportunity for the Company to
capitalize and foray into Infrastructure & Real Estate Development
through its Associate, Hazoor Township Developers Pvt. Ltd.
The Companys Associate Hazoor Township Developers (HTD) has informed
the Company that they are developing a Residential Project and have
formed a Joint Venture (A.O.P) viz. "HAZOOR HOMES" for carrying out the
Housing Project in the mid of City, near Sinhagad Road, Pune. The
Housing Project will comprise of affordable apartments and convenient
shopping catering to middle income group. The construction work is
scheduled to be commenced in the forth coming financial year.
This will be a maiden project in the Infrastructure and Real Estate
Development sector undertaken by the Company through its Associate,
pursuant to strategic investment tie up with the Associate, as informed
earlier by the Company.
GROUP
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising "group" as defined under the
Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
DIRECTORS
Mr. V.I.Garg & Mr. Ashish Kankani, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment. Profiles of these Directors, as required
by Clause 49 of the Listing Agreements are given in the Section on
Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 217 (2AA) OF THE
COMPANIES ACT, 1956
As required by sub-section (2AA) of section 217 of the Companies
(Amendment) Act 2000, the directors confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards has been followed.
b) they 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) they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) they have prepared the annual accounts on a going concern basis.
AUDITORS REPORT
The observations made by the Auditors in their Report are Self
Explanatory and need no further elaboration u/s 217(3) of the Companies
Act, 1956.
AUDITORS
M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Auditors of
the Company retire as statutory auditors at the conclusion of this
Annual General Meeting and are seeking their re-appointment. A
certificate from them has been received to the effect that their
re-appointment as statutory auditors, if made, would be within the
limits prescribed u/s 224(1B) of the Companies Act, 1956 and they do
not suffer any disqualifications as laid down in section 226 of the
act. M/s. Ajmera Ajmera & Associates, Chartered Accountants, have also
confirmed that they have been subjected to the peer review process of
ICAI, & they hold a valid certificate issued by the peer review Board
of the ICAI.
CONSOLIDATED ACCOUNTS
In accordance with Accounting Standard AS-23 prescribed by the
Institute of Chartered Accountants of India, the Consolidated Accounts
of the Company and its Associates along with Auditors Report thereon is
annexed to this report.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956 and companies (Acceptance of
deposits) Rules, 1975.
EMPLOYEES
Since the software development activities are carried out by the
Associates of the company. The staff strength of the Company comprises
of few selected highly qualified and experienced professionals who are
in charge of the administration and financial management of the
company. Employee relations continue to be cordial.
During the year under review ,there was no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975.
ACKNOWLEDGEMENTS
The Board of directors places on record its sincere appreciation for
the dedicated efforts put in by all employees, their commitment and
contribution at all levels, in most difficult and challenging
environment during the year. Your Directors would like to record their
sincere appreciation for the support and co-operation that your Company
received from business associates and other strategic partners of the
company.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable co-operation and support received from the
Registrar of Companies, Maharashtra, Regional Director, Western Region,
Ministry of Company Affairs, Companys bankers, financial institutions,
and shareholders at large and look forward to the same in greater
measure in the coming years.
For & on behalf of the Board
Vikas Shukla
Managing Director
Place: Mumbai
Date : 3rd January, 2011