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Directors Report of Rajlaxmi Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 30th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Results arc stated as under:

(Rs)

PARTICULARS Year Ended Year Ended

31.03.2015 31,03,2014

Sales & Operating Income 13,39,06,476 15,17,98,391

Other Income 91,71,005 65,67,307

Total Expenditure with 14,14,31,049 15,41,78,902

Depreciation

Gross Income/ (Loss) before 16,46,432 41,86,796

Taxation

Provision for Taxation 5,51,200 [Current Tax 800000- 800000 MAT Credit] = 0

Net Profit 10,95,232 41,86,796

OPERATIONS

The Company has earned profit after tax of Rs. 10,95,232 /- during the current financial year as against Rs. 41,86,796 /- earned during the previous financial year. Profit before tax is 16,46,432 /- as compared to 41,86,796 /- in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the hoard regrets its inability to declare any dividend for the year under review.

SUBDIVISION OF EQUITY SHARES

The Company sub-divided its share capital from Rs. 10/- each face value into 10 equity shares of Re. 1/- each face value by passing special resolution in Extra Ordinary General Meeting of the Company and accorded the share holders dated 25th July, 2014.

DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the hoard of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

During the last AGM to till date under review the following directors appointed on the hoard of the company:

1. Mr. Aditya Jaipuria (DIN- 00667367), as Executive Additional Director of the Company on 30.06.2015.

2. Mr. Kushal Jain (DIN- 06757071) and Ms. Swati Sharma (DIN- 06757066) appointed as Independent Additional Director of the Company on 30.06.2015

3. Mr. Shri Kant (DIN: 01525589) appointed as Independent additional director of the Company on 30.06.2015.

During the last AGM to till date under review the following director due to preoccupation resigned from the Board of the company:

1. Mr. Amit Kumar Daga (DIN — 06450709) on 11/07/2015;

2. Mr. Suraj Sonkar (DIN -06731467) on 30.06.2015.

The Company has been received notice from a member proposing Mr. Shri Kant and Ms. Swati Sharma as a candidate for the office of Director on the Board of the company as Independent Director the Board of Directors has recommended the appointment of Mr. Shri Kant and Ms. Swati Sharma as the Independent Director of the company with effect from this AGM to till the next Annual general meeting will be held in the calendar year of 2016.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 3 members. Out of which one is the Managing Director, two Independent Directors on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(h) a program on Corporate Governance;

(e) Provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMMITTEES OF THE BOARD

Currently, the Board has five committees:

1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent, or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may he prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

* holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to he appointed;

* is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to he appointed, of—

a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company;

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF THE COMPANIES ACT, 2013.

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

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

3. The directors have taken proper and sufficient care towards 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.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

At the Postal Ballot Result announced on August 31, 2015, M/s. Agarwal Desai and Shah, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to he held in the calendar year 2015. In terms of the first proviso to Section 139 of the Companies Act, 2013, the name of Statutory auditors propose for re- appointment as the statutory auditors of the company and shall he placed for shareholder approval in this Annual General Meeting. Accordingly, the re-appointment of M/s. Agarwal Desai and Shah, Chartered Accountants, as statutory auditors of the Company for a term of 3 year from this AGM to the conclusion of AGM will he held in the calendar year of 2018, is placed for approval by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would he in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITOR'S REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as "Annexure -1".

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large, for the information of related party transaction sheet attached as (AOC-2) "Annexure-3".

SUBSIDIARY COMPANIES

The Company does not have any subsidiary therefore the Annexure of AOC-1 is not attached in separately in annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.rajlaxmiindustriesltd.com

The Code lays down the standard procedure of business conduct which is expected to he followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will he meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as "Annexure -2".

1. The Paid up capital of the Company is Rs. 31,00,00,000/- consisting of 31,00,00,000 equity shares of face value of Re.l/- each.

2. The Board of Directors of the company consists of 5 Directors namely Mr. Rahul Jaganani Managing Director, Mr. Aditya Jaipuria Additional Executive Director, Mr. Shri Kant Additional Independent Director, Ms. Swati Sharma Additional Independent Director and Mr. Kushal Jain Additional Independent Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 50,65,000 equity shares of Rs.l/- each amounting to 1.63%.

5. There was no un-paid dividend during the year.



By order of the Board DATE: 14.08.2015 For RAJLAXMI INDUSTRIES LIMITED PLACE: Mumbai Sd/- Regd. Off. Rahul Jagnani Shop No. 43 Cine Prime Mall, Managing Director Kanakia Road, Mira Road(E), Thane, (DIN : 05334200) Maharastra-401107




Mar 31, 2014

Dear members,

We hereby present the Twenty-Ninth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the F.Y. 2013-14, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ending 31st March, 2014 and of the Profit of the Company for that year;

(iii) they 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 to the best of their ability;

(IV) they have prepared the Annual Accounts on a Going Concern basis.

FINANCIAL RESULTS

For the financial For the financial year ended year ended, 31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Revenue from Operations 1517.98 ---

Other Income 65.67 ---

Total Expenses 1541.78 35.63

Net Profit / (Loss) Before Tax 41.87 (35.63)

Provision for Taxation:

Current Tax

- For the Year (8.00)

- Minimum Alternate Tax credit 8.00 ---

- Relating to Earlier Year(s) --- (0.42)

Profit / (Loss) after Tax 41.87 (36.05)

Profit /(Loss) brought forward from (510.74) (474.69)

P.Y.

Balance Carried Forward (468.87) (510.74)

SHARE CAPITAL:

During the year under review, the Company''s share capital remained unchanged. The Authorised Share Capital of the Company is Rs. 31,00,00,000 (Rs. Thirty-One Crores only) divided into 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of Rs. 10/- each The Issued, Subscribed & Paid-up Share capital of the Company stands at Rs. 31 Crores (Rs. Thirty-One Crores only).

BUSINESS OVERVIEW:

The year under reference was a year of start-ups. The Company took the first step in the textile sector by starting of trading of fabrics. Your Directors felt that this step would act as a prelude to a full-fledged exposure in the sector. The trading operations have generated decent margins for the Company and your Directors are sanguine of bigger operations in the textile sector in near future. Your Company used its resources judiciously during the year. Surplus funds parked as short-term loans have generated significant income. The operations during the year under review have taken both the top line & bottom line of the Company''s financials to respectable levels. The current year, so far, have not witnessed any significant jump in terms of textile business. However, your Directors are continuously looking for newer avenues for the future growth of the Company and look forward to a robust growth. Sustained efforts of the Board would hopefully mitigate the accumulated losses of the Company as quickly as possible.

DIVIDEND:

Your Directors do not think it prudent to recommend any dividend for the year in view of the accumulated losses.

DIRECTORS:

Mr. Suraj Sonkar (holding DIN: 06731467) was inducted as an Additional director (Nonexecutive; Independent category) of the Company w.e.f. 14-11-2013 pursuant to the provisions of the Companies Act and the Articles of Association of the Company. Mr. Sonkar holds office up to the ensuing Annual General Meeting of the Company and being eligible, has sought re-appointment.

Mr. Ramakant Gaggar (holding DIN: 01019838) resigned from the Directorship of the Company with effect from 14-11-2013. The Board places on record its gratitude for the services rendered by Mr. Gaggar during his tenure as an Independent Director.

AUDITORS

The Statutory Auditors M/s. Jayesha S Shah & Co, Chartered Accountants, Mumbai, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s Jayesha S Shah & Co, Statutory Auditors during F.Y. 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration as may be decided by the Board or any Committee thereof.

AUDITOR''S REPORT

The observations of the Auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

LISTING

The equity shares of the Company are listed at the BSE Limited. The Company has paid the annual listing fees of the Stock Exchange in time.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement executed with the Stock Exchanges, A Management Discussion & Analysis Report and a report on the Corporate Governance together with the Auditor''s Certificate thereon forms part of the Annual Report & is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:

The Company''s operations do not require any disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

OTHER DISCLOSURES:

The Board approved a Scheme of merger of two Companies, namely Hirise Infracon Ltd. & Starwings Fashion Trading Ltd. (transferor companies) with the Company (transferee Company), pursuant to section 391-393 of the Companies Act, 1956. In the opinion of the Board, it would be advantageous to combine the activities and operations of the all the companies into a single Company for synergistic linkages and the benefit of combined financial resources. Amalgamation of the Transferor Companies with the Transferee Company will also provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, the proposed merger will enable optimal utilization of existing resources and provide an opportunity to fully leverage strong assets, capabilities, experience, expertise and infrastructure of all companies. The proposed merged entity would also have sufficient funds required for meeting its working capital needs and other purposes raised as provided for in the Scheme. The Scheme of arrangement would also result in cost saving for all the companies as they would be capitalizing each other''s core competency and market which is expected to result in higher profitability levels and cost savings for the Amalgamated Company. It would also have a larger net worth base and a greater borrowing capacity. The designated Stock Exchange, BSE Ltd. has given a ''No-objection'' to the proposed Scheme vide its communication dated 4-9-2013. However, the regulatory authority, SEBI, has raised objections on the proposed Scheme stating that the proposed Scheme may be detrimental to the interest of the investors and securities market. Accordingly the Board decided to take a second look into the proposed Scheme and is seeking expert advice in respect of the matter so as to reach a final decision on the matter. Till final decision is arrived at on the matter, the Board has kept in abeyance its decision to file the Scheme with the Hon''ble High Court with judicature at Mumbai. The Board will update its stance and communicate it to its members and the regulatory authorities when the final decision on the matter in is arrived at in the due course of time.

There have been no material changes and commitments, which can affect the financial position of the Company, that occurred between the end of the financial year of the Company and date of this Report, except as disclosed elsewhere in this Report.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the co-operation and assistance received from the regulatory authorities, the Stock Exchange, the Depositories, and all other stakeholders, including the investors, bankers, service providers and other business constituents during the year under reference.

For On behalf of the Board of Directors Rahul Jagnani A. K. Daga Director Director DIN: 05334200 DIN: 06450709

Bhiwandi, Thane May 30, 2014


Mar 31, 2013

Dear Members,

The hereby present the Twenty Eighth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)

For the financial For the financial

year ended year ended, 31st March, 2013 31st March, 2012

Revenue from Operations --- ---

Total Expenses 35.63 3.74

Net Profit / (Loss) Before Tax (35.63) (3.74)

Provision for Taxation (0.42) (3.23)

Profit / (Loss) after Tax (36.05) (6.97)

Profit /(Loss) brought forward from P.Y. (474.69) (467.72)

Balance Carried Forward (510.74) (474.69)

REVIEW OF OPERATIONS:

The year under reference was a year of consolidation. Due to change in management & other significant events no major business decisions could be taken by the management and as a result no income arose from operations. Expenses during the year were higher vis-à-vis the previous year due to the fact that extra expenses were incurred in re-structuring. Your Directors are looking for new avenues for the future growth of the Company and to mitigate the accumulated losses of the Company as early as possible.

DIVIDEND:

Your Directors are unable to recommend any dividend for the year.

SHARE CAPITAL:

During the year under review, the Company has increased its Authorised Share Capital from Rs.1,00,00,000 Cr. (Rs. One Crore only ) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10 each to Rs. 31,00,00,000 cr.( Rs. Thirty One Cr only) divided into 3,10,00,000 (Three Crores Ten Lakhs) Equity Shares of Rs. 10 each at the Shareholders meeting held on 16th February, 2013. There has been further issue of shares by way of preferential issue to persons other than promoters. The Paid-up Share capital of the Company now stands at Rs. 31 Crores.

DIRECTORS:

During the year, Mr. Amit Kumar Daga and Mr. Rahul Jagnani was inducted as an Additional director of the Company w.e.f. 02.01.2013 under section 260 of the Companies Act, 1956 and subject to the Articles of Association of the Company to hold office upto the ensuing Annual General Meeting of the Company.

Mr. Vinod Kumar Sewaram Harlalka, Navratan Gaggar and Prakashchand Tulsiram Bihani resigned from the Directorship of the Company w.e.f. 02.01.2013. The Board places on record its gratitude for the services rendered by Mr. Vinod Kumar Sewaram Harlalka, Navratan Gaggar and Prakashchand Tulsiram Bihani during their tenure as member of the Board.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that: (i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ending 31st March, 2013 and of the Loss of the Company for that year;

(iii) they 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 to the best of their ability;

(iv) they have prepared the Annual Accounts on a Going Concern basis.

AUDITORS

M/s Jayesha S Shah & Co., Chartered Accountants, Auditors of the Company has offered themselves for reappointment. The Company has received a Certificate from the aforesaid firm of Auditors under Section 224(1B) of the Companies Act 1956, certifying their eligibility for the position, if appointed and willingness to work as such.

AUDITOR''S REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

COMPLIANCE CERTIFICATE

The Compliance Certificate in accordance with Section 383A of the Companies Act, 1956, from practicing Company Secretary, is attached herewith.

LISTING

The equity shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the annual listing fees of the Stock Exchange.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement executed with the Stock Exchanges, A Management Discussion & Analysis Report and a report on the Corporate Governance together with the Auditor''s Certificate thereon forms part of the Annual Report & is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company''s operations do not require any disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Place: Boisar (W), Thane R. Jagnani R. Gaggar

Date: 30.05.2013 (DIRECTOR) (DIRECTOR)


Mar 31, 2010

The Directors have pleasure in presenting the TWENTY FIFTH Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs.)

FINANCIAL FINANCIAL YEAR YEAR

2009-2010 2008-2009

Sales and Other Receipts 1072538 32173803

Profit /(Loss) Before Tax 240631 25144559

Less: Provision for Taxes 36000 2500000

Profit/(Loss) after Tax 204631 22644559

Less:- Short Provision for Income Tax (325674)

Less:- Balance brought forward

From previous year (46263956) (68908515)

(46384999) (46263956)

DIVIDEND

Your Directors regret for not having recommended any dividend in view of the above negative results for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year pursuant to Section 58A and other applicable Provisions if any of the Companies Act 1956.

PARTICULARS OF EMPLOYEES

The information required U/s 217 (2A) of the Companies Act 1956 read with Companies, (particulars of employees) Rules 1975 is not given, since the Company does not have any employee during the year.

DIRECTORS

In accordance with the Article of Association for the Company Shri Gautam Harlalka, Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Mr. Navratan Gaggar & Mr. Ramakant Gaggar for the office of a Director of the Company, be and is hereby appointed as a Director of the Company whose period of office shall be subject to retirement by rotation."

Mr. Prakashchand Bihani for the office of a Director of the Company, be and is hereby appointed as a Director of the Company whose period of office shall be subject to retirement by rotation."

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility statement, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year covered under this Report and of the Profit of the Company for the year.

iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in respect to the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS REPORT

M/s. K.G.Shah & Co., Chartered Accountants, hold their office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, The Members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

As regards observations contained in the Auditors? Report, the respective notes to the accounts are self- explanatory and therefore do not call for any further comments.

STATUTORY INFORMATION

Information pursuant to Sub-Section 1(e) of Section 217 of the Companies, Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors ) rules 1988.

FORM A (see Rule 2)

POWER & FUEL CONSUMPTION:

Note:- During the year under review since there was no manufacturing activity this clause is not applicable

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:- Not Applicable

LISTING OF SHARES

The Company?s shares are listed on THE STOCK EXCHANGE MUMBAI (B.S.E.). However trading in the scrip of our Company has been suspended w.e.f February 17, 2003 by the Stock Exchange Mumbai for non compliance with the Provision of Clause 41 of the Listing Agreement. The Management has put on record its due and factual representation to the Stock Exchange in this regard.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from

the financial institutions and Banks, Government of Maharashtra and consultants during the year under review

For and on behalf of the Board

Place :- Mumbai sd/-

Date :- 2nd August 2010

Vinod Kumar Harlalka

(Chairman & Managing Director)




Mar 31, 2009

The Directors have pleasure in presenting the TWENTY FOURTH Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS (Rs.)

FINANCIAL FINANCIAL YEAR YEAR 2008-2009 2007-2008

Sales and Other Receipts 32173803 334473

Profit/(Loss) Before Tax 25144559 (693635)

Less: Provision for Taxes 2500000 NIL

Profit/(Loss) after Tax 22644559 (693635)

Less:- Balance brought forward

From previous year (68908515) (68214880)

(46263956) (68908515)



DIVIDEND

Your Directors regret for not having recommended any dividend in view of the above negative results for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year pursuant to Section 58 A and other applicable Provisions if any of the Companies Act 1956.

PARTICULARS OF EMPLOYEES

The information required U/s 217 (2A) of the Companies Act 1956 read with Companies, (particulars of employees) Rules 1975 is not given, since the Company does not have any employee during the year.

NOTES

1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED , STAMPED AND SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Register of Members and Share Transfer Book will be remaining closed on 30th September 2009..

3. Members are requested to intimate the Company immediately regarding change in their address, if any, mentioning their registered folio numbers.

4. Shareholders are requested to bring their copy of the Annual Report with them to the Annual General Meeting.

FORM A (see Rule 2)

POWER & FUEL CONSUMPTION:

Note:- During the year under review since there was no manufacturing activity this clause is not applicable

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGEK EARNINGS AND OUTGO:- Not Applicable

LISTING OF SHARES

The Companys shares are listed on THE STOCK EXCHANGE MUMBAI (B.S.E.). However trading in the scrip of our Company has been suspended w.e.f February 17, 2003 by the Stock Exchange Mumbai for non compliance with the Provision of Clause 41 of the Listing Agreement. The Management has put on record its due and factual representation to the Stock Exchange in this regard DIRECTORS

In accordance with the Article of Association for the Company Shri Vinod Kumar Harlalka, Director of the Company will retire by rotation and being eligible, offers himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility statement, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 financial year covered under this Report and of the Profit or Loss of the Company for the year.

iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in respect to the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern Basis.

AUDITORS & AUDITORS REPORT

M/s. K.G.Shah & Co., Chartered Accountants, hold their office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, The Members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

As regards observations contained in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

STATUTORY INFORMATION

Information pursuant to Sub-Section 1(e) of Section 217 of the Companies, Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) rules 1988.



ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the co-operation and assistance received from the financial institutions and Banks, Government of Maharashtra and consultants during the year under review

For and on behalf of the Board

Place :- Mumbai

Date :- 1st AUGUST 2009 sd/-

Vinod Kumar Harlalka

(Chairman & ManagingDirector)

 
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