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Directors Report of PS IT Infrastructure & Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 33rd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015

FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2015 31-03-2014

Revenue from Operations 3,98,63,17,293 1,04,71,08,374

Profit(Loss) before Tax 1,72,10,515 1,05,00,386

Provision for Tax-FBT 55,83,952 32,44,619

Profit (loss) after Tax 72,55,767 1,16,26,563

Prior Period Adjustments - -

Net Profit After Tax 72,55,767

1,16,26,563

PERFORMANCE & RESULTS:

Your directors are glad to inform you that the Company has seen a growth in revenue from Rs. 1,047,108,374/- for F. Y 2013-14 to Rs. 3,986,317,293/- for F. Y 2014-15. The Company has gained a net profit after tax of Rs.11,626,563/- for F.Y 2014-15 as compared to Rs. 7,255,767/- for F.Y 2013-14. Your Board of Directors promise to dedicate all efforts towards the sustainable growth of the Company.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2015.

1. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

2. STATUTORY AUDITORS

M/s Ranjeet Gothi & Associates, Surat (Firm Registration Number: 137993W)were appointed as the Statutory Auditors of the company last year in AGM held on 29th September, 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

3. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 31st March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor’s Report has been annexed to the Board Report under Annexure IV.

4. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

a. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

b. The Company has been keen on appointing a suitable candidate for the post of Chief Financial Officer of the Company. However, the Company failed to do so in F. Y 2014-15 owing to the lack of perfect candidature for the post. However, the Company has appointed Mr. Rajesh Patole as the Chief Financial Officer of the Company.

c. The Company has failed to file e-form DIR-12 in respect of Mr. Kashi Bajaj and Mr. Pradeep Gupta which was due to genuine oversight on the part of the Company and there was no mala fide intention to deceive the interest of the stakeholders of the Company.

d. The Company has failed to file e-form MGT-15 with the Registrar of Company which was due to genuine oversight on the part of the Company. However, there was no mala fide intention to deceive the interest of stakeholders of the Company.

5. DIRECTORS

The Board of Directors hereby mentions that all the aforementioned changes were duly approved and recommended by the Nomination and Remuneration Committee of the Board of Directors of the Company. Consequent upon the aforementioned changes in the Board of Directors of the Company, the Board of Director stands as follows as on date:

Name Designation Date of DIN Appointment

Executive Directors

Mr. Sajjan Kedia Managing Director & 20/06/2012 00344092 CEO

Mr. Johar Pal Singh Whole Time Director 26/08/2014 00113986

Non-Executive/Independent Directors

Mr. Kashi Prasad Bajaj Independent Director 31/08/2013 00559830

Mr. Pradeepkumar Pushkarmal Gupta Independent Director 03/05/2013 01964509

Ms. Vandana Neerajkant Sahu Independent Director 31/03/2015 07145984

6. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. BOARD MEETINGS

During the financial year under review, the Board of Directors met Eight times.

8. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

9. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

10. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received : Nil

No of complaints disposed off: Nil

11. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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, 2015 and of its Profits for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

13. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

15. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

17. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure I".

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Kashi Prasad Bajaj

b. Mr. Pradeepkumar Pushkarmal Gupta

c. Mr. Johar Pal Singh

The above composition of the Audit Committee consists of independent Directors viz., Mr. Kashi Prasad Bajaj and Mr. Mr. Pradeepkumar Pushkarmal Gupta who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

22. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report as 'Annexure II’.

23. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.



By Order of the Board of Directors

Sd/-

Place: Mumbai Sajjan Kedia

Date: 3rd September, 2015 Managing Director

DIN-00344092


Mar 31, 2014

The Directors have pleasure in presenting the 32nd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014

FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2014 31-3-2013

Revenue from Operations 1,036,231,309 1,429,815,283

Profit(Loss) before Tax 10,500,386 547,559

Provision for Tax-FBT 3,244,619 133,000

Profit (loss) after Tax 7,255,767 414,559 Prior Period Adjustments - -

Net Profit After Tax 7,255,767 414,559

PERFORMANCE & RESULTS:

The Company during the year under review had trading business in IT software and hardware products. Inspire of adverse market conditions, Your Company has generated revenue from operations and achieved a turnover of Rs. 1,036,231,309/- during the current year, as against Rs. 1,42,98,15,283/- during the previous year. Company and made a net profit of Rs. 7,255,767 /- during the year under review as compared to Rs. 414,559/-during the previous year.

The Management of the Company continues its focus on the business of merged business entities and with the better political stability in the India, looks forward for better growth and performance in the coming years.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

SHARE CAPITAL AND CHANGES THEREIN:

- During the year under review, the market price of the shares of the Company witnessed significant spurt over the last 12 months. In order to improve the liquidity of the Company's shares in the stock market and to make it affordable to the small investors, the Company decided to sub-divide the nominal value of the equity portion of the authorized share capital of the Company and obtained approval of the shareholders of the Company in the Extra Ordinary General Meeting held on 19th April 2014. The Company is in the process of implementing stock split with necessary compliances.

DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were 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 profits of the company for the said year.

3. That the Directors had 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.

That the accounts have been prepared on a "going concern basis"

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

As the operations have not yet been commenced as stated above, information in accordance with the provisions of Section 217 (1) (e) of the Companies act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earning and outgo are not applicable as the company has not undergone any manufacturing activity.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid the listing fees for the year 2014-15 and the Equity Shares of your Company are traded on the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

Since last AGM, there has been no major change in the structure of the Board of Directors and the composition of Board of directors of the company is an appropriate combination of Executive and Non executive Directors with right element of independence. As on 31st March 2014 the Board consists of three Directors. More than Fifty percent of the Board consists of Non-Executive Independent Directors.

Further, in the meeting of Board of Directors held on 26th August 2014, Mr. Johar pal Singh has been appointed as Additional Director and Executive Chairman Director by the Board. As he hold office only upto the date of forthcoming Annual General Meeting, Board further recommends his appointment to the shareholders.

Further, Mr. Nitin Agarwal was appointed as Chief Financial Officer in the capacity of Key Managerial Personal in the Board Meeting held on 26th August, 2014.

Name of Director Designation KMP position held

Mr. Johar Pal Singh Executive Chairman Director -

Mr. Sajjan Kedia Managing Director Chief Executive Officer

Mr. Kashi Prasad Bajaj Chairman & Independent Director -

Mr. Pradeepkumar Pushkarmal Independent Director - Gupta

Mr. Nitin Agarwal - Chief Financial Officer

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company in due course will appoint Women Director and One More Director in the capacity of Non-executive Independent Director which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

AUDITORS:

M/s Ranjeet Gothi & Associates, Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Auditors of the company. Hence your directors propose appointment of M/s Ranjeet Gothi & Associates, Chartered Accountants Surat, as the statutory auditors of the company who has accepted the same.

AUDITOR'S QUALIFICATIONS:

There are no qualifications in the Audit Report and the observations and suggestions made by the Auditors in their report are self-explanatory.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There has been no inflow or outflow of foreign exchange during the year under review.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of the Board of Directors,



Sd/-

Executive Director

Place: Mumbai Sajjan Kedia

Date: 26th August 2014 DIN-00344092


Mar 31, 2013

The Directors have pleasure in presenting the 31st Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March'' 2013

FINANCIAL RESULTS:

(Amount in Rs) Particulars 31-03-2013 31-3-2012

Revenue from Operations 1''42''98''15''283 NIL

Profit(Loss) before Tax 5''49''559 (1031216)

Provision for Tax-FBT 1''33''000 Nil

Profit (loss) after Tax 4''14''559 (1031216)

Prior Period Adjustments Nil

Net Profit After Tax 4''14''559 (1031216)

PERFORMANCE & RESULTS:

During the period under review'' the Company went through restructuring by way of amalgamation with two IT Companies and Company''s amalgamated revenue from operations stood at Rs. 1''42''98''15''383 /- . The Company generated Net profit after Tax of RS. 4''14''559/-. With the financial restructuring'' the Company looks forward for healthier results in the coming years ahead.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources'' they do not recommend any dividend for the year ended 31st March'' 2013.

REVIEW OF OPERATIONS AND FUTURE PLANS:

As a part of expansion of its business line'' during the year under review'' the Company acquired two IT Companies namely Swift Infrastructure & Services Limited and Crescent Digital Technologies Limited. These two companies are in the business of consultancy related to development of IT software'' IT integrated infrastructure and trading in computer and hardware'' developing IT integrated infrastructure and executing other IT Infrastructure related contracts and trading in computer hardware.

Pursuant to the scheme of Amalgamation (the scheme) approved by the shareholders and sanctioned by Hon''ble High Court at Mumbai on 03 May 2013 under the provision of Companies Act'' 1956 (''The Act”) of which the certified order copy received on 30th May 2013'' the entire undertaking of Crescent Digital Technologies Limited (CDTL) and Swift IT Infrastructure & Services Limited (SIISL)'' the transferor companies'' has been transferred to the Company as a going concern with effect from 31st July 2012 (the appointed date). In accordance with the scheme 4''25''20''000 Equity Shares of Rs.10/- each fully paid up and ranking in pari-passu with the existing Equity Shares are to be issued by the company to the equity share holders of Crescent Digital Technologies Limited and Swift IT Infrastructure & Services Limited in the ratio of 1:1 i.e. 1 new equity share of Rs.10/- each in the transferee company credited as fully paid up for 1 equity share of Rs.10/- each in the capital of transferor company.

The Company is confident that the amalgamation will benefit consolidation of the businesses of consultancy related to development of IT software'' IT integrated infrastructure and result in economy of scale and reduction in overheads'' administrative'' managerial and other expenditure and optimal utilization of resources. High Court vide its order dated 3rd May 2013 has approved the amalgamation and now the Company looks forward with confidence for improved results and in turn increase shareholders value.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts'' the applicable accounting standards had been followed along with proper explanations relating to material departure;

- That the selected accounting policies were applied consistently and the Directors 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 ended 31st March'' 2013 and of the Profit and loss of the Company for the year.;

- That 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.

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

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

As the operations have not yet been commenced as stated above'' information in accordance with the provisions of Section 217 (1) (e) of the Companies act'' 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules'' 1988 regarding conservation of energy technology absorption and foreign exchange earning and outgo are not applicable as the company has not undergone any manufacturing activity.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' information relating thereto are not given forming part of this report.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure ''A” and ''B” respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. Trading in company''s securities was permitted by the Exchange during the year and now the securities of your company are actively traded on the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

DIRECTORS:

During the year'' Sundaram Sankaranarayanan and Mr. Pradeepkumar Pushkarmal Gupta were inducted as an Additional directors on the Board of the Company under Section 260 of the Companies Act'' 1956 w.e.f. 3rd May 2013 and Mr. Kashi Prasad Bajaj was inducted as an Additional Director on the Board under section 260 of the Act'' w.e.f. 31st August 2013'' who hold office only upto the date of forthcoming Annual General Meeting.

The company has received notice from some of the shareholders of the company proposing their candidature for the post of Directors. Your Directors propose their appointment as the Directors of the company liable to retire by rotation.

Further during the year Mr. Johar Pal Singh retires by rotation and he has expressed his unwillingness to get re-appointed. Your Directors propose not to re-appoint Mr. Johar Pal Singh as the Director of the Company.

Further'' during the year'' Mr. Rajnikant Fulchand Shah & Mr. Pankaj Ramniklal Pandya'' resigned from the post of Directorship respectively w.e.f. 3rd May 2013. Your directors extend their sincere gratitude for valuable services provided by them during their tenure to the Board.

AUDITORS:

M/s. RAHUL R JAIN & ASSOCIATES Chartered Accountants retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Auditors of the company. Hence your directors propose appointment of M/s. RAHUL R JAIN & ASSOCIATES'' Chartered Accountants Mumbai'' as the statutory auditors of the company who has accepted the same.

AUDITOR''S QUALIFICATIONS:

There are no qualifications in the Audit Report and the observations and suggestions made by the Auditors in their report are self-explanatory

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

During the year under review'' there were no activities'' which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy'' technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review'' the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There has been no inflow or outflow of foreign exchange during the year under review.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers'' its valued customers'' employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of the Board of Directors''

sd/-

Executive Director

Place : Mumbai

Date: 31st August 2013


Mar 31, 2011

The Directors are pleased to present the Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Figures in Rs.)

2010-2011 2009-2010

Loss before Tax 25200 15222

Less: Provision for Tax

Loss after Tax 25200 15222

Less: Balance Brought forward 1856726 1871948

Balance carried to Balance Sheet 1831526 1856726

OPERATIONS:

During the Year the Company made a loss of Rs.25,200/- (Previous year Loss Rs. 15222/-).

DIVIDEND:

In view of loss incurred by the Company during the year ended 31st March, 2011. Your Directors do not recommend any Dividend for the year under review.

PARTICULARS OF EMPLOYEES:

There are no employees drawing salaries in excess of the limit provided in the Section 217 (2A) of the Companies Act, 1956 and hence no information for the same, for the year ended 31st March. 2008.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, the Directors' confirm that in the preparation of the annual accounts, -the applicable accounting standards have been followed;

-appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31st March, 2011 and of the loss of the Company for the year ended 31st March, 2011; -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; -the annual accounts have been prepared on a going concern basis.

DIRECTOR RETIRING BY ROTATION:

Mr. Pankaj Pandya Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

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

Information in accordance with the provisions of Section 217(1 )(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding conservation of energy and technology absorption are not applicable as the Company has not undertaken any manufacturing activity. There were no foreign exchange earning or outgo during the year under review.

AUDITORS:

At the Annual General Meeting, M/s. Patel Dalai & Associates, Chartered Accountants retires and they have given the certificate of their eligibility for reappointment as the Company's Auditor.

For and on behalf of the board of Directors Rajnikant F Shah

Chairman & Managing Director

Mumbai, 2nd September, 2011

 
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