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Directors Report of Regent Enterprises Ltd.

Mar 31, 2015

Dear members,

The Directors submit annual report of Regent Enterprises Limited (formerly known as Spine Traders Limited) along with the audited financial statements for the financial year ended March 31,2015.

1. Financial Result (Amount in Rs.)

Sr Particulars Year Ended Year Ended No March 31, March 31, 22015 22014

Revenue from

I operations 28,262,231 -

II Other Income 293,169 -

Total Revenue (I III II) 28,555,400 -

IV Expenses:

Cost of materials

consumed - -

Purchase of Stock-

in-Trade 27,565,834

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade 0 0

Employee Benefit

Expense 120,000 -

Financial Costs 5,191 670

Depreciation and Amortization

Expense 1,127,080 1,307,438

Other Expenses 464,574 208,134

Total Expenses

(IV) 29,282,679 1,516,242

Profit before tax

V (III - IV) (727,280) (1,516,242)

VI Tax expense:

(1) Current tax

(2) Deferred tax - 212,553

Profit(Loss) after

VII Tax (V-VI) (727,280) (1,728,795)

2. Dividend

Based on the Company's performance, the directors place on record their deep sense of concern that due to loss incurred director unable to declare any dividend to its shareholders.

3. Company's Performance

Revenue from operation for the financial year 2014-15 was Rs. 28,262,231. Earnings before interest, tax and depreciation was amounted to (Rs. 727,280). Profit After Tax (PAT) for the year was (RS. 727,280).

4. Fixed Deposit

Company has not accepted any deposits from the open public and members as per the prohibition under section 73 of the Companies Act, 2013

5. Transfer to Reserve

The Company does not transfer any amount to the reserve during the year under review.

6. Material changes and commitment, if any, affecting the financial position of the Company occurred between the end of financial year to which this financial statements relate and the date of the report

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

7. Change in Nature of Business, If any

The Board of Directors of company decided to diversify its business in the field of purchase, sell, import, export, process and otherwise sell on commission basis raw materials and finished products of edible and non-edible oils, solvents, oil cakes, de-oiled cakes etc., consumables and non consumable products and other related activities so all necessary approvals have been taken and amendments have been made in object clause of Memorandum of Association of the Company. The name of the Company is also changed from Spine Traders Limited to Regent Enterprises Limited through postal ballot and e-voting and approval of Registrar of Companies, NCT of Delhi & Haryana is received on 22nd June, 2015.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in Future

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations.

9. Details of Subsidiary/Joint Ventures/ Associates Companies

Company has no subsidiary/Joint Ventures/ Associates Companies.

10. The state of the Company's Affairs

i) Further Issue of Capital

There is no change in the authorised, issued and paid-up capital of the company during the financial year 2014-15.

ii) Change in accounting year

There is no change in the accounting year.

iii) Manpower training and executive development programs

There were no such activities taken place during the year 2014-15.

11. Auditor and Auditors' Report

M/s. Y. D. & Co., Chartered Accountants, holds office until the conclusion of ensuing Annual General Meeting (AGM) and has expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s Rajan K. Gupta & Co., Chartered Accountants (Registration No. 005945C) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

Hence, the Board hereby recommends the appointment of M/s Rajan K. Gupta & Co., Chartered Accountants (Registration No. 005945C) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the year 2016.

12. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

* 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 and of the profit of the Company for that period;

* they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

*they have prepared the annual accounts on a going concern basis;

*they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

13. Directors and Key Managerial Personnel

Mr. Pargat Singh and Mr. Harleen Singh Kathuria director of the company stepped down from the Board of the Company on February 10 and February 20, 2015 respectively due to resignation under section 168 of the Companies Act, 2013. They were associated with the company for around 2 years as director of the company. Under their leadership Spine Traders transformed to modern day company. The Board places on records its appreciation of the invaluable contribution and guidance provided by them.

Mr. Ramanlal Trivedi, Director of the company stepped down from the Board of the Company on 13th August 2015 under section 168 of the Company Act, 2013. The Board places on records its appreciation of the invaluable contribution and guidance provided by him.

Pursuant to the provisions of section 161 of the Companies Act, 2013 Mr. Vikas Kumar and Mrs. Veenu Jain were appointed as additional directors of the company on February 10, 2015 and on 13th August, 2015 respectively. Both Mr. Vikas Kumar and Mrs. Veenu Jain have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act.

14. Number of Board Meetings

8 meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report (Annexure-II), which forms part of the report.

15. Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

16. Particulars of Employees

The statement showing particulars of employees under section 197 of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is not required to be given as there were no employees coming within the purview of this section.

17. Internal financial control system and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis (Annexure-I), which forms part of this report.

18. Auditors' report and Secretarial Auditors' report

The Auditors' report and secretarial auditors' report does not contain any qualification, reservation or adverse remarks. Report of the secretarial auditor is given as an annexure (IV) which forms part of this report.

19. Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigation actions on a continuing basis.

20. Extract of Annual Return

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure-III in the prescribed form MGT-9, which forms part of this report.

21. Particulars of loan, guarantee and investments

The particular of loans, guarantees and investments have been disclosed in the financial statements.

22. Transactions with related parties

None of the transactions pursuant to section 188 of the Companies Act, 2013 was taken place during the financial year ended on March 31,2015.

23. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3) (m) of the Companies Act, 2013 are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil.

24. Corporate Governance Report

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith (Annexure-II).

25. Corporate Social Responsibility

The Company is not covered by the section 135 of the Companies Act, 2013 as the company has not prescribed income as mentioned in the above pursuant law of the Companies Act, 2013.

26. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the board that they fulfill the entire requirement as stipulated in section 149 (6) of the Companies Act, 2013. During the current year Independent directors are yet to be appointed after the approval of the members in annual general meeting of the company.

27. Company's Policy relating to Directors appointment, payment of remuneration and discharge of their duties

The Company's policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualification, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Act is furnished in the Annexure, which forms part of this report Annexure-V(A). Policy for selection of Directors, determining Directors' Independence, Remuneration Policy for Directors and Key Managerial Personnel is annexed as Annexure-V (B).

28. Acknowledgement

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year.

The directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

By order of the Board For Regent Enterprises Limited Mahendra Atamarambhai Solanko Vikas Kumar Director Director (DIN-00059589) (DIN-005308192)

Place: New Delhi Date: 02nd September, 2015

Registered Office: E-205 (LGF), Greater Kailash-II, New Delhi-110048


Mar 31, 2013

Dear Shareholders,

The Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 1923642. The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors place on record their deep sense of concern that due to loss incurred director unable to declare any dividend to its shareholders.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr Mahendra Atamarambhai Solanki Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr Harleen Singh Kathuria and Mr. Pargat Singh were appointed as additional directors of the Company with effect from 10.04.2013 and are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting and whose period of office will be liable to retire by rotation.

Mr Ajeet Kumar and Mr Rajiv Bansal were ceased as a Director of the Company with effect from 10.04.2013 and 03.07.2013 accordingly due to resignation. The management appreciated the services given by him during the tenure of the office as a Director.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

CHANGE OF NAME

The name of the Company has been changed to SPINE TRADERS LIMITED in terms of Certificate dated 28th day of September, 2012 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, pursuant to approval of the shareholders in Extra Ordinary General Meeting held on vide Special Resolution dated 24th day of August 2012, the name of the company was changed from CHANDRIKA TRADERS LIMITED to SPINE TRADERS LIMITED.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For and on Behalf of the Board

For, SPINE TRADERS LIMITED

PLACE: NEW DELHI

DATE: 30.08.2013

(MAHENDRA SOLANKI)

CHAIRMAN


Mar 31, 2010

The Directors hereby present their twenty-sixth Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31s1 March 2010.

FINANCIAL RESULTS

The financial results of the Company for the year under report are given below: Particulars I Year ended 31" March, 2010 Year ended 31" March, 2009 (Rs In lac) (Rs In lac)

1. Operative & Other Income 34.92 262.79

2. Depreciation 17.99 31.55

3. Profit/loss before tax -13.13 -46.60

4. Profit after tax -7-18 -81.50

5. Add previous years balance -7.35 74.15

6. Add excess provisions of the previous year -1.30 -13.61

7. Balance carried to balance sheet - 1.46 -7.35



FINANCIAL REVIEW

Your Company is a private sector Non Banking Financial Company primarily involved in the business of investment in securities. Since the capital market in India and abroad has passed through a difficult phase it has affected the operations of your company also. However keeping in view the uncertainties of capital market the Board has decided to start the business of Trading, Export and Commission Agent in India and Abroad. We are hopeful for better performance in the current year.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

BUSINESS REVIEW

The company earned its income mainly from making investments/ trading in securities. The performance was affected due to recessionary trend in the economy. However the Board has also decided to start the project of Trading, Export and Commission Agent in India and Abroad. Now we are hopeful for better performance.

OPPORTUNITIES

The economic development is the main agenda of the Government and that will provide very positive environment for making investment in securities market and for the business of Trading, Export and Commission Agent.

RISKS AND CONCERNS

Your Company is exposed to business and environmental risks in which it operates including interest rate volatility, economic cycles, market risks and credit policy of government and capital market at the world level. We are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE INTERNAL CONTROL

Your Company has a proper and adequate system of internal controls to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets and that the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT

Since the Board has decided to start the project of Trading, Export and Commission Agent we are planning to appoint suitable persons in the company.

PROJECT OF TRADING, EXPORT AND COMMISSION AGENT

In order to avail the opportunities of fast economic growth in our country the Board has decided to start the Project of Trading, Export and Commission Agent for about Rs 65 crores. Managing Director to execute this project has been appointed. We are also taking the approval of shareholders for raising Rs 20 crores through preferential allotment and Rs 45 crores public issue/ADR/GDR etc. The Board is hopeful to start the actual implementation of the project shortly.

CHANGE OF NAME AND MAIN OBJECTS CLAUSE

In the last Annual General Meeting the shareholders have approved the change of name and main objects of the Company. In the mean time possibilities were also being explored to start some other business in the long term interest of the shareholders. It has took some time and now the project of Trading, Export and Commission Agent has been finalized. For this project the existing name and object clause is more suitable. It has, therefore, been decided not to change the name and main objects of the company. It is for the information of shareholders.

DIVIDEND

Keeping in view the performance we are unable to recommend dividend for the year under review.

DIRECTORS

Sh. Anindo Banerji and Sh. Sarabjeet Singh were appointed Additional Directors w.e.f. 16.6.2010 and their appointment is upto the date of Annual General Meeting. Pursuant to Section 257 of the Companies Act, 1956 Company has received requests for their appointment as Director and items have been included in the Notice of Annual General Meeting for your approval. The Board has appointed Sh. Anindo Banerji as Managing Director for the implementation of the project of Trading, Export and Commission Agent and raising resources for the project.

Sh Ajai Kumar resigned from the Directorship of the company w.e.f. 16.6.2010 and the Board places on record the appreciation of the services rendered by Sh. Ajai Kumar during the tenure of his Directorship of the company.

Sh. Alok Kumar, Director retires by rotation at the Annual General Meeting and being eligible has offered himself for re- appointment.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance. As on now there is no Chief Financial Officer in the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of 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;

ii) Appropriate accounting policies have been selected and applied consistently and have 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 profits of the Company for the period from April, 2009 to 31st March, 2010; 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; iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s Mehra & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re-appointment. The Company has obtained necessary certificate u/s. 224 (1B) of the Act from M/s Mehra & Co., Chartered Accountants.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary more than Rs. 24.00 lac per annum or Rs.2.00 lac per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. However the Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees of the Company during the year.



For and on behalf of the Board

Sd/- Sd/-

Place : New Delhi (Anindo Banerji) (Dinesh Pareek)

Date : 16.06.2010 Mg Director Director




Mar 31, 2009

The Directors hereby present their twenty-sixth Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

The financial results of the Company for the year under report are given below:

Particulars Year ended Year ended 31st March, 2009 31st March, 2008 (Rs in lac) (Rs in lac) 1. Operative & Other Income 262.79 58.23

2. Depreciation 31.55 13.43

3. Profit/loss before tax -46.60 21.48

4. Profit after tax -81.50 19.79

5. Add previous years balance 74.15 70.03

6. Add excess provisions of the previous year -13.61 -15.67

7. Balance carried to balance sheet -7.35 4.12

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

FINANCIAL REVIEW

Your Company is a private sector Non Banking Financial Company primarily involved in the business of investment in securities. Since the capital market in India and abroad has passed through a difficult phase it has affected the operations of your company also. However we are hopeful for better performance in the current year.

BUSINESS REVIEW

The company earned its income mainly from making investments/ trading in securities. The performance was affected due to recessionary trend in the economy and now we are hopeful for better performance.

OPPORTUNITIES

The economic development is the main agenda of the Government and that will provide very positive environment for making investment in securities market.

RISKS AND CONCERNS

Your Company is exposed to business and environmental risks in which it operates including interest rate volatility, economic cycles, market risks and credit policy of government and capital market at the world level. We are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE INTERNAL CONTROL

Your Company has a proper and adequate system of internal controls to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets and that the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT

After completing the process of amalgamation we are planning to appoint suitable persons in the company.

TRADING APPROVAL BY BOMBAY STOCK EXCHANGE LIMITED

We are happy to inform you that after amalgamation of M/s Akhand Bharat Agro Limited and M/s AMGF Intercom Ltd. with your company trading was allowed by the Bombay Stock Exchange Limited on 22.05.2009. The amalgamation has given benefit to the shareholders of AMGF Intercorp Ltd. as that company was listed at Delhi Stock Exchange and U P Stock Exchange where there was no trading due to own reasons of the Stock Exchanges. It has also benefited the shareholders of Akhand Bharat Agro Ltd. which was an unlisted company. Further amalgamation has increased the size of company and we are hopeful for better performance of the emerged entity.

We are in the process of getting the trading approval from Delhi Stock Exchange Association Ltd.

DIVIDEND

Keeping in view the performance we are unable to recommend dividend for the year under review.

DIRECTORS

As per the Scheme of Amalgamation there was change of management and promoters through the Scheme of Amalgamation and the Directors of transferor companies i.e. M/s Akhand Bharat Agro Limited and M/s AMGF Intercorp Ltd. became the Directors of the company and the Directors of Transferee Company ceased to be Directors of the company. The Board places on record the appreciation of the services rendered by the erstwhile Directors of the Company during their tenure as Directors of the company.

Sh Ajeet Kumar resigned from the Directorship of the company w.e.f. 24.08.2009 and the Board places on record the appreciation of the services rendered by Sh. Ajeet Kumar during the tenure of his Directorship of the company.

Sh. Ajai Kumar, Director and Sh. Rajiv Bansal, Director retire by rotation at the Annual General Meeting and being eligible have offered themselves for re-appointment.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance. As on now there is no Chief Financial Officer in the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of 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;

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 31,2009 and of the profits of the Company for the period from April, 2008 to 31st March, 2009; 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; iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s RTPS & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have not offered themselves for re-appointment. M/s Mehra & Co. are proposed to be appointed as Statutory Auditors subject to the approval of shareholders. The Company has obtained necessary certificate u/s. 224 (1B) of the Act from M/s Mehra & Co., Chartered Accountants.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary more than Rs. 24.00 lac per annum or Rs.2.00 lac per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. However the Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees of the Company during the year.

For and on behalf of the Board

Sd/- Sd/-

Place : New Delhi (Ajai Kumar) (Dinesh Pareek)

Date : 03.09.2009 Director Director


Mar 31, 2002

The Directors have pleasure in presenting the Annual Report together with the audited statements of the accounts of the company for the year ended 31st Match 2002.

Financial Results:

During the year ended 31st March 2002,your company has earned a net profit of Rs. 14757.26 after the deduction of tax .

Dividend:

In view of insufficiency of the profits, your directors are not recommending any dividend.

Directors:

Mr. J.P.Jain, Directors retire by rotation and being eligible for reappointment offer themselves for reappointment,

Directors Resposnsiblity:

Pursuant to the provisions of Section 217(2AA) of the Companies Act 2000, the Directors confirm that:

i) In the preparation of the Annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) Appropriates accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the company as at March 31,2002 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;

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

Listing Of Securities:

The Securities of the company are listed on the following stock exchanges ;

- The Delhi Stock Exchange Assn. Ltd.

- The Stock Exchange Mumbai,Mumbai

The company is yet to pay the listing fee of Delhi Stock Exchange .

Fixed Deposits:

During the period under review,the company has not accepted any deposits with in the meaning section 58A of Companies Act, 1956 and rule made thereunder.

Auditors And Auditors Report:

M/s Jatinder Singh & Associates,Chartered Accountants,retire at the conclusion of the forthcoming Annual General Meeting and being eligible ,offer themselves for reappointment . In respect of Auditors observation ,the notes on accounts are self explanatory and no comments are required .

Particulars Of Employees:

During the period no employee was in receipt of remuneration exceeding the limits specified u/s 217(2A) of the Companies Act, 1956.

Conservation Of Energy, Technology , Absorption And Foreign Exchange Earning And Outgo:

Information under section 217(l)(e) of the companies Act 1956 read with companies (Disclosure of particulars in the report of Board Of Directors)Rule, l988 is not applicable, The company has neither earned nor spent any foreign exchange during the year.

Acknowlegement:

Your directors acknowledge with gratitude the direct and indirect support received by the management from all concerned.

For And On Behalf Of The Board

-sd- -sd-

(Sukhbir Singh) (J.P. Jain ) Director Director

Place : New Mumbai Date : 03-09-2002

 
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