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 Â 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 relativesÂ
* 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, ofÂ
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-Ã -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)