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Directors Report of Prerna Infrabuild Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 27thBoard's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars 2014-2015 2013-14

Gross Income 17.81 64.56

Profit Before Interest and Depreciation (38.30) (365.38)

Finance Charges 0.18 0.012

Gross Profit (38.49) (365.39)

Provision for Depreciation 1.65 13.97

PROFIT BEFORE EXCEPTIONAL ITEM (36.84) (351.42)

EXCEPTIONAL ITEM 93.91 432.40

Net Profit Before Tax 53.77 81.01

Provision for Tax 10.25 16

DEFFERED(CREDIT) 0.46 0.44191

Net Profit After Tax 43.98 65.45

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Net Revenue from operations for the year ended March 31, 2015 was Rs. 17.82 lacs showing a decrease of 72.42% over the previous year.

Profit before tax for the year was at Rs. 43.98 lacs showing decrease of 32.80% over the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs 43.98 lacs has been retained in profit & loss Account.

CHANGES IN SHARE CAPITAL, IF ANY

There are no changes in share capital of the company during the year INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company has invested in partnership firm M/s. Prerna Infrabuild. The Company holds 50% share in it.

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report are nil.

BOARD AND AUDIT COMMITTEE

During the Financial Year 2014-15, the Company held four meetings of the Board of Directors as per Section 173 of Companies Act, 2013 and four meetings of the Audit Committee.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of the constitution and meetings of the Board and the Audit Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is Annexed as Annexure-1.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

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

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

DIRECTORS and KMP

In accordance with the Clause 170 Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Nalini Vijay Shah (DIN- 00119538) would retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment. There has been no Change in the constitution of Board during the year.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Mahendra Gosaliya, Mr. Dinesh Kamdar and Mr. Kiran Shah have been appointed as the independent director of the Company as per Section 149(10) of the Companies Act, 2013 on 26/09/2014 for a term of 5 (Five)consecutive years on the Board of the Company. However Mr. Dinesh Kamdar ceases to be director with effect from 28th May, 2015

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME

Since all independent directors are associated with the company for more than 5 (Five) years, the company has not conducted familiarization programme for them.

AUDITORS AND REPORT THEREON

The Auditors, M/s Alpesh Shah& Co, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 31st AGM.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed for your kind perusal.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

Remarks Explanation

Non-compliance of section 203 of the No Company secretary likes to Companies Act,2013. join midsize Company.

Noncompliance of regulation 54 of the The website was under listing agreement- maintenance at the time of secretarial audit.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal. REMUNERATION POLICY

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

DEPOSITS

The company has not accepted any deposits during the year. Information relating to deposits, covered under Chapter V of the Act is nil. There are no deposits which are not in compliance with the requirements of Chapter V of the Act

LOANS, GUARANTEES AND INVESTMENTS

There were no loans & guarantees given but investment was made for the financial year ended 31st March 2015 is as under:

S.No. Name of Particulars of Nature Purpose for Amount Party Loans, which it Guarantee & shall be used Investments

1 Prerna Investment Capital 50% Share in 135500000/- Infrabuild Partnership

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. 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 and approval of the Board of Directors was obtained wherever required. Transactions entered with the related parties are attached in form AOC-2 as Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

* Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk management

* Define the organizational structure for effective risk management

* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

* Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems. Internal Audit Department has verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s.Pinakin Shah & Co., confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS Internal financial control is in place commensurate with the size of the Company.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The reporting on material variations between the projections and the actual utilization/profitability is not applicable. CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as Annexure-3 herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report should forms part of this Annual Report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Date: 29/07/2015 For & on behalf of the Board of Director Place: Ahmedabad Shri Vijay C Shah DIN:00038062 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Summary of the Financial Results [Rs. In Lacs]

Particulars 2013-2014 2012-2013

Gross Income 64.56 216.46

Depreciation 13.97 18.01

Profit/Loss after Depreciation (351.39) (21.25)

Tax- Current (16.00) 0.00

Deferred (0.44) (1.22)

Profit/loss after tax 65.45 (51.06)

Financial Performance

Net Revenue from operations for the year ended March 31, 2014 was Rs. 164.24lacs representing a decrease of 49.27 per cent over the previous year.

Profit before tax for the year was at Rs. 81.01lacs representing an increase of 430.11 per cent over the previous year.

Appropriations

Dividend

The Company has not recommended any dividend for current year.

Transfer To Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve.

Listing of Shares

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the shares are actively traded.

Management Discussion and Analysis

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah& Co., Ahmedabad [FCS: 2562], a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

Code of Conduct

The Code of Conduct for all Board members and Senior Management of the Company has been laid down and is being complied to in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

Directors

Shri Vijay C. Shah (DIN 00038062) retires at the 26lhAnnual General Meeting and has offered himself for re-appointment. It is also proposed to appoint Shri Mahendra Gosaliya (DIN 02279850) and Shri Dinesh Kamdar (DIN 02734137) and Shri Kiran Shah (DIN 02725833) as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting. Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of Independent Directors are mentioned in the explanatory statement to the Notice.

Statutory Disclosures:

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988: Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year

Personnel

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

Cash Flow

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.

Auditors

M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W] were appointed as the statutory auditors of the Company for financial year 2013-14 at the 25th Annual General Meeting of the Company held on 26/09/2013. M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W] have been the Auditors of the Company since 2009-10 and have completed a term of 5 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit urm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors propose their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of five years to hold office from the conclusion of this Annual General Meeting.

Fixed Deposits

No fixed deposits were accepted from the public during the year.

Insurance

The Company''s assets are adequately insured against major risks

Acknowledgement

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also placeson record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers and business partners, all of whom have contributed to the Company''s success.

Place: Ahmedabad On behalf of the Board of Directors Date: 28/07/2014 Shri Vijay C. Shah Chairman & Managing Director

Registered Office: ''PRERNA'', Survey No 820/1, In lane of Panchvati Auto Opp. Anand Dham Derasar, S. G. Road, Makarba, Ahmedabad-380058


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting their 25th Annual report on the business and operations of your Company for the year ended March 31, 2013.

FINANCIAL RESULTS: [Rs. In Lacs]

Particulars 2012-13 2011-12

Gross Income 323.78 893.21

Depreciation 18.01 19.77

Profit/Loss after Depreciation (21.25) 49.85

Exceptional Profit / loss (3.28) 82.36

Tax- Current Nil 20.00

Deferred (1.23) (1.33)

Profit/loss after tax (51.06) 111.12

PERFORMANCE REVIEW

The operating income in the form of sale of plot is decrease from 711.52 lacs to Rs. 201.92 lacs. This was due to completion of ''Prerna Aura'' site.

The Company has incurred loss of Rs. 51.06 lacs against Profit of Rs. 111.12 lacs in the previous year.

APPROPRIATIONS

DIVIDEND

In view of loss, the Board does not recommend any dividend for current year.

TRANSFER TO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve.

LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its status of a debt-free Company. The Company has been conservative in its investment policy over the years, maintaining a reasonable level of cash and cash equivalents which enables the Company to completely eliminate short and medium term liquidity risks. Cash and cash equivalents constitute 18.42% of the total assets at Rs.2181.59 lacs, at the year end, against 52.71% of total assets at the close of the previous year. An amount of Rs.250.00 lacs was in bank fixed deposits at an average interest rate of 9.10% per annum as on 31st March, 2013.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 170 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Sanket V. Shah and Shri Mahendra K. Gosalia will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the Company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

SECRETARIAL AUDIT

Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad, conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2012-13. Pinakin Shah & Co. has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for corporate laws.

LISTING OF SHARES

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the share is traded.

STATUTORY DISCLOSURES

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that :

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

- the Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended March 31, 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT

The Auditors M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad, holds office until the conclusion of the 25th Annual General Meeting and they have intimated the company in writing of their willingness to be reappointed as auditors of the Company for the financial year 2013-14. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not invited or accepted any deposits from the public

INSURANCE

The Company''s assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

Your Directors commend the hard work, dedication and contributions of all employees of your Company. They express their gratitude to the various departments of the governments, banks, investors, business associates and customers for their continued support.

Registered Office For and behalf of Board of Directors

"PRERNA", Survey No 820/1,

In lane of Panchvati Auto, Chairman & Managing director

Opp.Anand Dham Derasar, Vijay C. Shah

S.G.Road, Makarba,

Ahmedabad.

Date : 17/05/2013


Mar 31, 2009

The Directors present their 21 st Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2009.

FINANCIAL RESULTS:

2008-09 (Rs in Lac) 2007-08 (Rs in Lac)

Profit before Tax 48.41 131.48

Provision for Taxation . 5.44 45.40

Profit After Taxation 42.97 86.08

Balance carried forward 157.2 115.45

The Board does not recommend any dividend for the year under review to conserve the resources.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

DIRECTORS:

Shri Sanket shah and Smt. Swetal Parikh will retire by rotation and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Dinesh P. Shah & Co. Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing Annual General Meeting & they have intimated the Company in writing of their unwillingness to be reappointed as Auditors of the Company for the financial year 2009-10. It is proposed to appoint M/s Alpesh Shah Chartered Accountants, as auditors to hold office until the conclusion of 22nd Annual General Meeting. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

The notes on accounts are self-explanatory and do not require further clarifications.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public, However it has accepted unsecured loan from its directors, shareholders and certain entities after complying with requirements of acceptance of deposits rules as stated under Rule 3 of the Companies (Acceptance of Depostits) Rules, 1975 and filed the Statement in lieu of Advartisement before acceptance of such deposits.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

. Part A and B pertaining to conservation and technology absorption is not applicable to the Company: However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby State and confirm that:

(i) in preparation of Annual Accounts, 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 applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at end of the financial year and of the profit or 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 this Act 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.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

Registered Office: For and on behalf of the Board of Directors

6th Floor, Doctor House,

Near Parimal Garden,

Ahmedabad-380 006. Sanket V Shah

Date : 30/6/09 Managing Director



 
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