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Directors Report of Quantum Digital Vision (India) Ltd.

Mar 31, 2014

The Members,

QUANTUM DIGITAL VISION (INDIA) LTD.

The Directors hereby present the Thirty Fourth Annual Report together with the Audited Statement of Accounts for the aforesaid year.

FINANCIAL RESULTS: (Rs. In Lacs)

Yearended Year ended 31/03/2014 31/03/2013

Income from Operations 0 0

Other Income 177.20 44.28

Total Income 177.20 44.28

Expenditure 108.75 84.14

Depreciation 41.87 43.96

Prior Period Expenditure 0.1 0.08

Total Expenditure 150.73 128.28

Provision for Tax 0 0

Add/Less: Deferred Tax 2.61 4.90

Net Profit after Tax 23.86 (88.80)

FINANCIAL PERFORMANCE

For the Current Financial Year, the Company has earned the other income of 177.20 Lacks whereas for the previous financial year, the company had earned other income aggregating to Rs. 44.28 Lacks.

DIVIDEND

Due to the requirement of Fund for further expansion, the Directors do not recommend any dividend. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year ended March 31, 2014 as required under clause 49 of the listing agreement has been included in the annual report.

DIRECTORS

Impending notification of Section 149 of the Companies Act 2013, your Directors are seeking appointment of Mr. Rajkishan Singh and Mr. Gajendra Kumar Bhandari as Independent Directors for five consecutive years for a term up to 30th September 2019. Details of the proposal for appointment of Mr. Rajkishan Singh and Mr. Gajendra Kumar Bhandari are mentioned in the Explanatory Statement under Section 102 of the Companies 2013, of the Notice of the 34th Annual General meeting.

In accordance with the provisions of the Companies Act, 2013, Mr. Rajkishan Singh, retires by rotation at the ensuring Annual general Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONCIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

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

(iii) 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; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

PARTICULARS OF EMPLOYEES

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.2,00,000/- P.M or Rs.24,00,000/ P.A.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Report on Corporate Governance and a Certificate from the Auditor''s of the company regarding compliance of conditions of Corporate Governance are annexed to Director''s Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant any special conservative measures.

B. Technology absorption, adaptation and innovation: The applicable Disclosures has been made as per Form B of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as follows:

Specific areas in which R & D carried out by the company :

The Company does not have separate R&D Lab. However, with the existing testing lab the company''s chemists and engineers have been continuously involved in up gradation of the quality of the product.

Benefits derived as a result of the above R & :

Future plan of action. :

Efforts to continue further improvement in the existing products and bring in new range of products.

Expenditure on R & D : Nil

Efforts, in brief, made towards technology absorption, adaptation and innovation. :

The Company has installed imported machinery from Germany in its polymer bags division.

Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. : Not Applicable

In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable

Technology Imported Not Applicable

Year of import. Not Applicable

Has technology been fully absorbed- Not Applicable

If not fully absorbed, areas where this has not Not Applicable taken place, reasons therefore and future plans of action

C. Foreign Exchange Earning and Outgo Foreign Exchange Earned: Nil Outgo : Nil

COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from Teena Dedhia & Associates Practicing Company Secretaries and the same has been attached to this Report.

PUBLIC DEPOSITS

The company has neither invited nor accepted any public deposits during the period under review.

AUDITORS

M/s. Shah & Taparia, Chartered Accountants retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letters from Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITOR''S REPORT

With regard to qualifications made by the Statutory Auditors in their report, the relevant notes appended in the Schedule of the note are Self- explanatory and requires no further explanation and elucidation.

ACKNOWLEDGEMENTS

The Directors take pleasure in thanking the Company''s business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Sd sd Place: Chennai (Himalay Dassani) (Rajkishan Singh) Date: 30/05/2014 Managing Director Director


Mar 31, 2013

The Directors present their Thirty Third Annual Report on the business and operations of your Company togefher with audited statement of accounts for the year ended 31st March 2013.

Financial Results & Operations:

(Rs. in Lakhs)

Year Ended Year Ended 31st March, 2013 31st March, 2012

Income from Operations 0.00 0.00

Other Income 44.28 71.91

Total Income 44.28 71.91

Expenditure 84.14 86.97

Interest

Depreciation 43.96 45.56

Total Expenditure 128.28 132.53

Profit( ) Loss(-) (83.89) (60.62)

Provision for Taxation 0.00 0.00

Less : Deferred Tax 4.90 7.40

Net profit after tax (88.80) (68.02)

Less : Transfer to General Reserve Add : Prior Year Income Tax

balance brought forward from last year (898.94) (830.93)

Balance carried forward to the Balance (987.74) (898.95) Sheet

Dividend

Your Directors do not recommend any dividend for the year ended 31"'' March, 2013 in view of carried forward loses.

Public Deposits

The company has neither invited nor accepted any public deposits during the period under review.

Directors

Mr. Himalay Dassani, Director of die Company retires by rotation and being eligible offers himself for re- appointment.

Listing

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2012— 2013 to Bombay Stock Exchanges in time.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the said period;

(iii) 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 die assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

Auditors

M/s. Shah & Taparia, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

Compliance Certificate

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P. P. Shah & Co., Practicing Company Secretaries and the same has been attached to this Report.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant anv special conservative measures.

B. Technology absorption, adaptation and innovation: The provisions are not applicable to the Company.

For Quantum Digital Vision (India) Limited

sd/- sd/-

Mumbai (Himalay Dassani) (Rajkishen Singh)

Date: 27th May, 2013 Managing Director Director


Mar 31, 2012

The Directors present their Thirty Second Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2012.

Financial Results & Operations:

(Rs. in Lakhs) Year Ended Year Ended 31st March' 2012 31st March' 2011

Income from Operations 0.00 1190.42

Other Income 71.91 43.89

Total Income 71.91 1234.31

Expenditure 86.97 1008.92

Interest

Depreciation 45.56 47.65

Total Expenditure 132.53 1056.57

Profit ( ) Loss (-) (60.62) 177.74

Provision for Taxation 0.00 22.32

Add / Less : Deferred Tax 7.40 10.19

Net profit after tax (68.02) 145.23

Less : Transfer to General Reserve

Add : Prior Year Income Tax

Balance brought forward from last year (830.93) (976.16)

Balance carried forward to the Balance Sheet (898.95) (830.93)

Dividend

Your Directors do not recommend any dividend for the year ended 31st March' 2012 in view of carried forward loses.

Public Deposits

The company has neither invited nor accepted any public deposits during the period under review.

Directors

Mr. Gajendra Kumar Bhandari' Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Listing

The equity shares of the Company are listed at Bombay Stock Exchanges. The Company has paid annual listing fee for the year 2011 - 2012 to Bombay Stock Exchanges in time.

Directors' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act' 1956' the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31'2012' all

the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently' and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31' 2012 and of the profit of the Company for the said period;

(iii) 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; and

(iv) The annual accounts have been prepared on a 'going concern' basis.

Auditors

M/s. Shah & Taparia' Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment' if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act' 1956.

Compliance Certificate

Compliance Certificate to be obtained under Section 383A of the Companies Act' 1956 read with Companies (Issue of Compliance Certificate) Rules' 2001 has been obtained from M/s. P. P. Shah & Co.' Practicing Company Secretaries and the same has been attached to this Report.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance' stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation of Energy' Research & Development' Technology Absorption' Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act' 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988' the particulars relating to conservation of energy' technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant any special conservative measures.

B. Technology absorption' adaptation and innovation: The provisions are not applicable to the Company.

C. Foreign Exchange Earning and Outgo Foreign Exchange Earned: Not Applicable

Outgo: Not Applicable

Particulars of Employees

The provision of section 217(2A) of the Companies Act' 1956' read with Companies (Particulars of Employees) Rules' 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.5'00'000/- p.m or Rs.60' 00'000/ p.a.

Acknowledgements

The Directors take pleasure in thanking the Company's business associates/ customers' vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts' contribution and cooperation of the employees.

For and on behalf of the Board of Directors

For Quantum Digital Vision (India) Limited

Sd/- Sd/-

Mumbai (Himalay Dassani) (Rajkishan Singh)

Date: 18th May' 2012. Managing Director Director


Mar 31, 2010

The Directors present their Thirtieth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2010.

Financial Results & Operations:

Dividend

Your Directors do not recommend any dividend for the year ended 3 1st March, 2010.

Public Deposits

The company has neither invited nor accepted any public deposits during the period under review.

Directors

Mr. Himalay Dassani. Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr. Rameshchandra K. Patel resigned as Director of the Company w.e.f. 16th March, 2010. The Company appreciates his efforts in serving the Company.

Listing

The Company has regained Trading at Bombay Stock Exchange by complying with the clauses of the Listing Agreement.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act. 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31. 2010, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the said period;

(iii) 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; and

(iv) The annual accounts have been prepared on a going concern" basis.

Auditors

M/s. Shah & Taparia. Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

Compliance Certificate

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P. P. Shah & Co., Practicing Company Secretaries and the same has been attached to this Report.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology aosorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The requirement of power during the period was not large and the position does not warrant any special conservative measures.

B. Technology absorption, adaptation and innovation: The applicable Disclosures has been made as per Form B of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as follows:

Form B

Specific areas in which R&D carried The Company does not have separate R&D out by the company Lab. However, with the existing testing lab the companys chemists and engineers have been continuously involved in upgradation of the quality of the product.

Benefits derived as a result of the above R&D.

Future plan of action. Efforts to continue further improvement in the existing products and bring in new range of products.

Expenditure on R&D: Nil

Efforts, in brief, made towards The Company has installed imported machinery technology absorption, adaptation and from Germany in its polymer bags division. innovation.

Benefits derived as a result of the Not Applicable

above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

In case of imported technology Not Applicable (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Technology Imported Not Applicable

Year of import. Not Applicable

Has technology been fully absorbed? Not Applicable

If not fully absorbed, areas where this Not Applicable has not taken place, reasons therefor and future plans of action

C. Foreign Exchange Earning and Outgo Foreign Exchange Earned: Nil

Outgo: Nil

Particulars of Employees

The provision of section 217(2A) of the Companies Act. 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.2.00,000/- p.in or Rs.24, 00,000/ p.a.

Acknowledgements

The Directors take pleasure in thanking the Companys business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Sd/- Sd/- Chennai (Himalay Dassani) (Jai Kishen S. Singh)

Date: 24,h August, 2010. Managing Director Director

 
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