Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 30th Directorâs Report of your Company together with the Audited Statement for the financial year ended, 31st March, 2018.
The summary of operating results for the year and appropriation of divisible profits is given below:
FINANCIAL HIGHLIGHTS (Figures in Lakh)
Particulars |
Current Year |
Previous Year |
Sales |
801.19 |
1411.74 |
Other Income |
19.17 |
23.66 |
Total Income |
820.36 |
1435.40 |
Depreciation |
19.50 |
7.66 |
Tax |
||
Current Tax |
52.01 |
43.31 |
Deferred Tax |
(1.77) |
(1.02) |
Profit/(Loss) after Tax |
116.86 |
110.51 |
Earnings per share (Rs.) : Basic |
0.97 |
0.92 |
: Diluted |
0.97 |
0.94 |
STATE OF COMPANYâS AFFAIRS
The revenue of the Company on a standalone basis decreased by 43.25% to Rs. 610.55 Lakhs in the year 2018. Gross Profit on a standalone basis increased to Rs116.86 Lakhs from Rs 110.51 Lakhs in the year 2018.
The revenue of the Company on a consolidated basis amounted to Rs 1623.75 Lakhs in the year 2018 as compared to Rs.2469.13 Lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS
Your Company continues to operate in the same business segment as that of previous year and there is no change in the nature of the business.
DIVIDEND
To conserve the resources of the Company, Your Directors have decided to plough back the projects and hence no dividend is recommended for the year under review.
TRANSFER TO RESERVES
The Board of Directors proposed to carry Nil amount to General Reserve Account and an amount of Rs. 116.86 Lakhs has been retained in the profit & loss account.
MANAGEMENT DISCUSSION & ANALYSIS
Managementâs discussion and analysis forms a part of this Annual Report and is annexed to the Boardâs report.
CHANGES IN SHARE CAPITAL
Authorized Share Capital
There has been no change in Authorized Share Capital of Company.
Issued, Subscribed and Paid-Up Share Capital
There has been no Change in Issued, Subscribed and Paid-Up Share Capital of Company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Shivam Prerna Infrabuild has ceased to be Joint Venture Company w.e.f. 30.09.2017
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments, which have occurred between the end of the financial year of the Company and the date of the report, which has affected the financial position of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The information on meetings of the Board of Directors as held during the financial year 2017-18 is provide under clause 2 (b) of the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,
i. In preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31st March, 2018 and of the profits of the company for that period.
iii. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
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 operation efficiently.
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.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company met on 05th February, 2018, discussed inter-alia,
a. Evaluation of performance of Non-Independent Director and the board of Directors of the Company as a whole.
b. Evaluation of performance of the chairman of the Company, taking into views of executive and Non-Executive Directors.
c. Evolution of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties.
DIRECTORS & KEY MANAGERIAL PERSONAL
In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt. Nalini Shah ( DIN:00119538) will retire by rotation at the ensuring AGM and being eligible offers herself for reappointment.
There is no other change in directors and Key Managerial Person respectively during the Financial Year 2017-18
CORPORATE GOVERNANCE
The Company is committed to maintain and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance along with requisite certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad, is annexed to this Report.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2017-18.
The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.
DEPOSITS
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
RISK MANAGEMENT
There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, market, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standard (IND-AS) Rules on accounting and Disclosure requirements, which is applicable from current year, and as prescribed by Regulation 33 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements are provided in this Annual Report.
Pursuant to Section 129(3) of the companies Act, 2013, a statement containing the salient features of the financial statements of each of and joint venture in the prescribed form AOC-1 is annexed to this Annual Report.
AUDITORS
M/s. Vijay Chauhan & Associates, Chartered Accountants, Ahmedabad are appointed as Statutory Auditors of the Company by the Board for a period of five years, till the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2022. As per the recent amendment issued by Ministry of Corporate Affairs, ratification of Statutory Auditors at every AGM is not required and hence your Directors have not proposed the ratification of M/s. Vijay Chauhan & Associates. at ensuing AGM. Auditorâs Report for the year under review does not contain any qualifications, reservations or adverse remarks.
SECRETARIAL AUDITOR
M/s Pinakin Shah & Co, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report contains an adverse remark which is dealt with as under:
Sr. No. |
Remarks |
Explanation |
1. |
Non Compliance of Section 138 of Companies Act, 2013 |
The Company does not have Internal Audit department. |
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company has not maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is not applicable to Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
There were no loans & guarantees given or investments made during the financial year ended 31 March 2018
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 2 to this Report and also available on www.prernagroup.com
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)& 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 1.
INSURANCE
All the inventories including Building are adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was no Related Party Transaction entered by the Company.
DECLARATION BY INDEPENDENT DIRECTORS
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 (years), the company has not conducted familiarization program for independent directors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or policy.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
A. Conservation of Energy
The Company has not furnished particulars in respect of Conversion of Energy considering the nature of the activities undertaken by the Company during the year under review.
B. Technology Absorption
There is no research and development activity carried out by the Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
EQUITY CAPITAL
a) BUY BACK OF SECURITIES
The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.
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.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL
- Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable
- Number of shareholders to whom shares were transferred from Suspense Account during the year: Not Applicable
- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL
- 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
- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL
- Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable
- Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable
- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL
INTERNAL CONTROLS 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 FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
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 Companyâs operation in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2017-2018. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment.
COST AUDITOR
The Company is not required to maintain cost records as Section 148of the Companyâs is not applicable to the Company.
ACKNOWLEDGEMENT
The Board is pleased to place on record its appreciation for the continued support of all stakeholders.
Date: 06/08/2018 For, and on behalf of the Board
Place: Ahmedabad
Vijay C Shah
Chairman and Managing Director
DIN:00038062
Mar 31, 2016
DIRECTORâS REPORT
To,
The members of
PRERNA INFRABUILD LIMITED
Dear Members,
The Directors have pleasure in presenting the 28th Director''s Report of your Company together with the Audited Statement for the financial year ended, 31st March, 2016.
The summary of operating results for the year and appropriation of divisible profits is given below:
FINANCIAL HIGHLIGHTS
(Figures in Lakhs)
Particulars |
Current Year |
Previous Year |
Sales |
177.64 |
17.82 |
Other Income |
13.19 |
101.70 |
Total Income |
190.83 |
119.52 |
Depreciation |
5.00 |
2.79 |
Tax |
||
Current Tax |
24.32 |
10.25 |
Deferred Tax |
(0.45) |
(0.30) |
Profit/(Loss) after Tax |
102.03 |
43.82 |
Earnings per share (Rs.) : Basic |
1.28 |
0.55 |
Diluted |
1.28 |
0.55 |
STATE OF COMPANYâS AFFAIRS
During the year under review, the total Income of the Company was Rs 190.83 Lakhs against Rs 119.52 Lakhs in the previous year. The Company has earned a Profit after tax of Rs 102.03 Lakhs compared to Rs 43.82 Lakhs in the previous year. Your Directors are continuously looking for avenues for future growth of the Company.
CHANGE IN THE NATURE OF BUSINESS
Your Company continues to operate in the same business segment as that of previous year and there is no change in the nature of the business.
DIVIDEND
Your Company does not recommend any dividend in the year 2015-16.
TRANSFER TO RESERVES
The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs. 102.03 Lakhs has been retained in the profit & loss account.
MANAGEMENT DISCUSSION & ANALYSIS
Management''s discussion and analysis forms a part of this annual report and is annexed to the Board''s report.
CHANGES IN SHARE CAPITAL IF ANY Authorized Share Capital
The Authorized Share Capital of the Company has been increased from Rs. 5,0000,000 divided into 50,00,000 Equity Shares of 10/each to 13,0000,000 divided into 1,30,00,000 Equity Shares of Rs. 10/- each.
Issued, Subscribed and Paid-Up Share Capital
The Board of Directors issued 4,100,000 Warrants to certain individuals including promoter at a price of Rs. 21/- per Warrant. The said Warrants are to be converted into Equity Shares of Rs. 10/- each at a price of Rs. 21/- per share. The Board in its meeting held on 28/03/2016converted 37, 10,000 Warrants into Equity Shares and consequently the issued, subscribed and paid-up share capital has been increased from 7, 94, 25,100 to 11, 65,25,100. The BSE has approved listing application vide its letter dated 17th June, 2016 and trading permission is being awaited.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No Company has ceased to be subsidiary Company, Joint Venture Companies or Associate Companies during the year. The Company has made investment in the form of capital contribution in Shivam Prerna Infrabuild, a partnership firm, to develop scheme titled âPrerna Rajvi Alpinesâ.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments, which have occurred between the end of the financial year of the Company and the date of the report, which has affected the financial position of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS Information is provided under clause 2(B) of Corporate Governance Report.
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31 st March, 2016 and of the profits of the company for that period.
iii. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
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 operation efficiently.
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.
DIRECTORâS & KEY MANAGERIAL PERSON
In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sanket Shah [DIN: 00038121] will retire by rotation at the ensuing AGM and being eligible offers themselves for reappointment.
Shri Ishan P. Shah (DIN: 01546527) has been appointed as a Non- executive Independent Director of the Company subject to the provisions of sections 149, 152 and 161 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, read with Schedule IV to the Act, as amended from time to time. He meets the criteria for independence as provided in section 149(6) of the Act and Regulation 17 of the SEBI (LODR)with stock exchanges, and who is eligible for appointment and is hereby appointed as an Independent Director of the Company with effect from 05/11/2015.
The term of Shri Vijay Chandulal Shah, Managing Director also designated as CEO, Smt. Nalini Vijay Shah, Whole-time Director and Shri Sanket Shah, Managing Director also designated as CFO has expired on 31/12/2015. On recommendation of Board and Nomination and Remuneration Committee in their meeting held on 05/11/2015, your directors recommend their reappointment as Managing Director(s) and Whole-time Director for further period of 5 (five) years on a remuneration as specified in the Notice calling 28th Annual General Meeting.
CORPORATE GOVERNANCE
The Company is committed to maintain and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance along with requisite certificate from M/s. Pinakin Shah& Co., Practicing Company Secretary, Ahmadabad, is annexed to this Report.
DEPOSITS
Your company has not accepted any fixed deposits during the year under review.
RISK MANAGEMENT
There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, market, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.
AUDITORS
At the Annual General Meeting held on 28/09/2015, M/s. Alpesh Shah & Co, Chartered Accountants, Ahmadabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017(subject to ratification of the appointment by the members at every AGM held after this AGM). In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Alpesh Shah & Co, Chartered Accountants, as statutory auditors of the Company, is
placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are ratified, it would be in accordance with the provisions of section 141 of the Companies Act 2013.
AUDITORSâ REPORT
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
M/s Pinakin Shah & Co, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report contain certain adverse remark which are dealt with as under:
Sr. No. |
Remarks |
Explanation |
1. |
Non Compliance of Section 204 of Companies Act, 2013 |
No Company Secretary likes to join mid-size Company. |
2. |
Non Compliance of Section 138 of Companies Act, 2013 |
The Company has no Internal Auditor commensurate with the size of the Company. |
3. |
Non Compliance of prior approval under Section 186 of Companies Act, 2013 |
As advised to us, under rule 11 (1) of Companies (Meetings of Board and its Powers) Rules, 2014, where assistance is given to a joint venture company, the requirement of sub-section (3) of section 186 shall not apply. The disclosure as provided under sub-section (4) of section 186 of the Act, is made in this annual statement. |
34 |
Non Compliance with Regulation 46 of SEBI (LODR) Regulations, 2015 |
The website of the Company was not updated at the time of Secretarial Audit. |
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
There were no loans & guarantees given but following investment made during the financial year ended 31st March 2016: (Figures in Lakhs)
Sr. No. |
Name of Party |
Particulars of Loans, Guarantee & Investments |
Nature |
Purpose for which it shall be used |
Amount |
1. |
Shivam Prerna Infrabuild |
Investment |
Capital |
50% Share in Partnership |
1165.06 |
As advised to us, under rule 11 (1) of Companies (Meetings of Board and its Powers) Rules, 2014, where assistance is given to a joint venture company, the requirement of sub-section (3) of section 186 shall not apply. The above disclosure is in compliance of subsection (4) of section 186 of the Act.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 2 to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)& 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 1.
INSURANCE
All the inventories including Buildings is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was no Related Party Transaction entered by the Company.
DECLARATION BY INDEPENDENT DIRECTORS
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
The Company has not conducted familiarization program for independent Directors.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION A. Conservation of Energy
The Company has not furnished particulars in respect of Conversion of Energy considering the nature of the activities undertaken by the Company during the year under review.
B. Technology Absorption
There is no research and development activity carried out by the Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
EQUITY CAPITAL 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.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL
- Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable
- Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable
- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL
- 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
- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL
- Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable
- Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year:
Not Applicable
- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL
INTERNALCONTROLS 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 FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
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.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.
ACKNOWLEDGEMENT
Your Directors wish to express their continued co-operation received from the stakeholders.
Date: 01/08/2016 For and on Behalf of the Board
Place: Ahmedabad Vijay C Shah Managing
Director DIN: 00038062
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, 2012
The Directors have pleasure in presenting their 24th Annual Report on
the business and operations of your Company for the year ended March
31, 2012.
FINANCIAL RESULTS:
2011-12
(Rs in Lac) 2010-11
(Rs in Lac)
Profit before tax 132.24 100.12
Provision for Taxation 021.08 029.70
Profit after Taxation 111.15 70.42
Balance Brought Forward 156.65 150.85
Distributable profit 0 221.27
Appropriated as under:
Transfer to General Reserve 0 0
Proposed Equity Dividend 0 55.60
Tax on Distributed Profits 0 09.02
Balance Carried Forward 267.80 156.65
Earnings Per Share (Rs. Per share) 1.40 0.89
PERFORMANCE REVIEW
The sales and operating income increased to Rs. 722.96 from Rs. 202.77
lacs in the previous year yielding a growth of 256.54%.The operating
profit for the year was Rs. 111.15 lacs as against profit of Rs. 70.42
lacs in the previous year.
APPROPRIATIONS
Dividend
The Board do not recommended any dividend for current year (previous
year Rs. 0.70 per equity share).
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 and hence the Board has
recommended a transfer of Rs. Nil to the general reserve and an amount
of Rs. 111.15 lacs is retained in the profit and loss account.
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 reasonably high level of cash and cash equivalents which
enables the Company to completely eliminate short and medium term
liquidity risks. Cash and cash equivalents constitute 52.71% of the
total assets at Rs.2223.67 lacs, at the year end, against 67% of total
assets at the close of the previous year. An amount of Rs.1150 lacs,
was in bank fixed deposits at an average interest rate of 9.85 % per
annum as on March 31, 2012.
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 Vijay C. Shah and Shri Dinesh Kamdar 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 conducted Secretarial
Audit pursuant to provisions of Section 383A of the Companies Act,
1956, for the financial year 2011-12. 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 law.
LISTING OF SHARES
The Company's share continues to remain listed with The Bombay Stock
Exchange, Mumbai, where the share is actively 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 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.
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 the preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; Ã
" the Directors had selected such accounting policies and applied them
consistently 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 of the Company for the period;
" the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
à The Directors have prepared the annual accounts on a going concern
basis.
Cash Flow
A Cash Flow statement for the year ended March 31, 2012 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 Next Annual General Meeting
and they have intimated the company in writing of their willingness to
be re-appointed as auditors of the Company for the financial year
2012-13. 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.
The Company has not made any provision as required under AS-15 because
Accounting standard- 15 applies to retirement benefits in the form of
provident fund, superannuation/pension and gratuity provided by an
employer to employees, whether in pursuance of requirements of any law
or otherwise. It also applies to retirement benefits in the form of
leave encashment benefit. Your company is not covered under The
Employees Provident Fund Act and The Payment of Gratuity Act and hence
no provision was made towards retirement benefits.
The notes on accounts are self-explanatory and do not require further
clarifications.
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
ail employees of youi 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,
Opp.Anand Dham Derasar, Vijay C. Shah
S.G.Road, Makarba, Ahmedabad Chairman
Date : 30/07/2012
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