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Directors Report of Satya Miners and Transporters Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting their 40th Annual Report together with audited Financial Statement of the Company for the financial year ended 31st March, 2015.

Financial Highlights

The company's financial performance for the year ended 31st march, 2015 is summarized below:

Financial Performance of the company

Amounts (Rs) Working Result 31.03.2015 31.03.2014

Profit/(loss) after tax 65,122 4,108

Add: Profit brought forward from Previous Year 13,45,072 13,41,786

14,10,194 13,45,894

Less : (a) Utilized during the year for bonus - -

shares

(b) Transferred to Special Reserve 13,000 822

Balance transferred over to next year 13,97,194 13,45,072

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

Reserve

Your Directors have proposed to transfer a sum of Rs 13,000/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL. The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Listing on Stock Exchange

The Company's Equity Shares are listed on the Calcutta Stock Exchange. The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 23rd December, 2013 (Scrip Code: 537068). The Company has paid Listing Fee up-to date.

Brief Description of the Company's Working During the year/ State of Company's affairs

The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds; stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

Change in the nature of business, if any

The company has not changed its nature of business during the current financial year.

Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

Statutory Auditor

S.R. Agarwala & Associates, Chartered Accountant, Statutory Auditors of the Company, is eligible for appointment and is proposed to be appointed at the ensuing Annual General Meeting for a term of three years i.e from the conclusion of this Annual General meeting till the conclusion of 43rd Annual General Meeting of the Company subject to ratification at each and every Annual General Meeting. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Auditors' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is attached to this Report.

Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting,

Name Designation Purpose

Ananda Halder Managing Director Appointed as an Managing Director w.e.f 18th March, 2013

Bapi Das Independent Director Appointed as an Independent Director w.e.f.1st April, 2014

Amit Shaw Director/ CFO Appointed as an CFO w.e.f. 13th February, 2015

Maloy Mohanta Independent Director Appointed as an Independent Director w.e.f. 1st April, 2014

Shankar Prakash Additional Director Appointed as an Additional Director Bhagat w.e.f. 29th September, 2014

Anil Chandulal Mistry Additional Director Appointed as an Additional Director w.e.f. 29th September, 2014

Mr. Amit Shaw, Director of the Company was appointed as CEO of the Company w.e.f. 13th February, 2015.

b) Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement entered into with the Stock Exchanges.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 13/02/2015, wherein the performance of the Board as a whole was evaluated.

Meetings of the Board

During the financial year 2014-2015, the Board meet 6 (Six) times viz. 30th May, 2014, 13th August, 2014, 29th September 2014, 14th November 2014, 31st December 2014, 13th February 2015. The intervening gap between the two consecutive meetings was within the period as prescribed under the Companies Act, 2013.

Particulars of Loans, Guarantee or Investment

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013

Audit Committee and Its Composition

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also overviews the Company's internal control and financial reporting process. As required under section 177(8) of the Companies Act, 2013, composition of an Audit Committee is as under:

Name Of The Member Status

Bapi Das Chairman(Non Executive & Independent Director)

Maloy Mohanta Member( Non Executive & Independent Director)

Ananda Halder Member (Executive & Non- Independent Director)

Sexual Harassment of Women at Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 06/08/2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Of The Member Designation

Maloy Mohanta Chairman (Non Executive & Independent Director)

Bapi Das Member (Non Executive & Independent Director)

Ananda Halder Member (Executive & Non- Independent Director)

Stakeholder's Relationship Committee

Composition of the Stakeholder's Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name Designation

Bapi Das Chairman (Non Executive & Independent Director)

Maloy Mohanta Member( Non Executive & Independent Director)

Ananda Halder Member (Executive & Non-Independent Director)

Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

Secretarial Audit Report

CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report.

Risk management policy

The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) the directors have taken proper and sufficient care for 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;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. 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.

Place: Kolkata

Date : 30th May, 2015

Regd. Office: By order of the Board of Director

Global Business Hub, For Satya Miners & Transporters Limited

Room No. G-20, 7A,

Rani Roshmoni Road, Sd/-

Kolkata-700013 Ananda Halder

Managing Director

Din: 06522258


Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2014.

Working Results 31.03.2014 31.03.2013 Rs. Rs.

Profit/(Loss) after tax 4,108 152,559

Add: Profit brought forward from Previous Year 1,341,786 31,114,063

1,345,894 31,226,622

Less : (a) Utilized during the year for bonus shares - 29,893,836

(b) Transferred to Special Reserve 822 31,000

Balance transferred over to next year 1,345,072 1,341,786

Working

During the year, your Company has carried on the business of investment in shares and securities and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Directors

During the year, Shri Anurag Saraf has resigned from the Directorship of the Company with effect from 24/01/2014. In accordance with the provision of the Companies Act, 1956 and the Company''s Articles of Association, Shri Amit Shaw retires by rotation and being eligible, offered himself for re-appointment. Upon the Companies Act, 2013, coming into effect from 1st April, 2014, Mr Bapi Das & Mr. Maloy Mohanta proposed to be the Independent Directors w.e.f 1st April, 2014.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange.The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 23rd December, 2013 (Scrip Code: 537068). The Company has paid Listing Fee up-to date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE394F01018). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Auditors

M/s. M.K. Maroti & Associates, Chartered Accountant, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to Section 139 of the Companies Act, 2013 they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name 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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2014. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2014 on a going concern basis.

Regd. Office: By order of the Board 155, Lenin Sarani 1st Floor, 155, Room no.103 Kolkata-700013 Dated: 12th day of August, 2014 Ananda Halder Amit Shaw Managing Director Director


Mar 31, 2013

To The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2013.

Working Results 31.03.2013 31.03.2012 Rs. Rs.

Profit/(Loss) after tax 152,559 9,951

Add: Profit brought forward from Previous Year 31,114,063 31,266,622

31,266,622 31,116,263

Less : (a) Utilized during the year for bonus shares 29,893,836 NIL

(b) Transferred to Special Reserve 31,000 2,200

Balance transferred over to next year 1,341,786 31,114,063

Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Bonus Issue

5,236,320 Shares were allotted as Fully Paid-up Bonus shares in the ratio of 24:1 by way of capitalization of Reserves of the Company during the year under review.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange. The Company has paid Listing Fee up-to date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has got connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE394F01018). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-70001 as Registrar and Share

Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Auditors

M/s Maroti & Associates, Chartered Accountant Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to Section 224 (1B) of the Companies Act, 1956; they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 25th March, 2013 appointed Ms Ruchi Bhotika as Company Secretary of the company w.e.f 25th day of March, 2013.

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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2013. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2013 on a going concern basis

Regd. Office: By order of the Board

Room No. 103, Chamber No:A

1st Floor, 155, Lenin Sarani,

Kolkata-700013

Dated: 30th day of May, 2013 Ananda Halder Amit Shaw

Managing Director Director


Mar 31, 2012

To The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2012.

Working Results 31.03.2012 31.03.2011 Rs. Rs.

Profit/(Loss) for the Year 84,951 70,88,077

Add: Profit brought forward from Previous Year 3,11,06,312 2,67,99,166

Income Tax / Int. Tax of Earlier Years (931)

3,11,91,263 3,38,86,312

Less : (a) Income Tax Provision 75,000 17,00,000

(b) Transferred to Special Reserve 2,200 10,80,000

Balance transferred over to next year 3,11,14,063 3,11,06,312

Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any Dividend.

Directors

During the year, Shri Bhanu Singh has resigned from the Directorship of the Company with effect from14/05/2012. In accordance with the provision of the Companies Act, 1956 and the Company’s Articles of Association, Shri Anurag Saraf retires by rotation and being eligible,offered himself for re-appointment.

Shri V.K.Agarwal has been appointed as Additional Director of the Company with effect from 12/09/2011 and Shri Bapi Das and Shri Amit Shaw were appointed as Additional Directors w.e.f.14/05/2012, till the conclusion of next Annual General Meeting of the Company. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member of the Company, proposing their candidature as Directors of the Company at the ensuing Annual General Meeting.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

Messrs. G.K. Tulsyan & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to get a re-appointment as Auditors.

A member has proposed the name of M/s Maroti & Associates, Chartered Accountants for appointment as auditors of the company till the conclusion of the ensuing Annual General Meeting and pursuant to Section 224 (1B) of the Companies Act, 1956; they have furnished a Certificate regarding their eligibility for re-appointment as Auditors.

Additional Compensation for Compulsory Acquisition of Land

In lieu of acquisition of lands of the Company situated in Tehsil Sikandrabad, Distt. Bulandshahr, (U.P.) few years back, decree(s) for additional compensation was passed by the Hon’ble Court of Additional District Judge, Bulandshahr in January 2012 in favour of the Company. However, pending receipt of additional compensation from the Govt. of Uttar Pradesh (U.P.), the same has not been recognized in accounts as a prudent accounting practice. The Company is expecting additional compensation in forthcoming year.

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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2012. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2012 on a going concern basis.

By order of the Board

Regd. Office: 155 Linen Sarni

1st Floor, Room no. 103 Amit Shaw

Kolkata-700013 Dated: - 03.09.2012 Director


Mar 31, 2011

To The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2011.

Working Results 31.03.2011 31.03.2010 Rs. Rs.

Profit/(Loss) for the Year 70,88,077 3,500,293

Add: Profit brought forward from Previous Year 2,67,99,166 2,48,33,141

Transfer from Amalgamating Companies

Income Tax / Int. Tax of Earlier Years (931) (12,668)

3,38,86,312 2,83,20,766

Less : (a) Income Tax Provision 17,00,000 10,30,000 (b) Transferred to Special Reserve 10,80,000 4,91,600

Balance transferred over to next year 3,11,06,312 2,67,99,166

Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any Dividend.

Directors

During the year, Shri Vikas Rastogi has resigned from the Directorship of the Company with effect from 01.02.2011. In accordance with the provision of the Companies Act, 1956 and the Company’s Articles of Association, Shri H.B.Belwal retires by rotation. However, he has not offered himself for re-appointment. Thus, the term of Shri H B Belwal would expire on the date of ensuing Annual General Meeting and he shall cease to be a Director of the Company.

Shri Maloy Mohanta has been appointed as Additional Director of the Company with effect from 10.02.2011 and Shri Bhanu Singh and Shri Manoj Kumar Pandit were appointed as Additional Directors w.e.f. 12.05.2011, till the conclusion of next Annual General Meeting of the Company. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member of the Company, proposing their candidature as Directors of the Company at the ensuing Annual General Meeting.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned any foreign exchange during the year. There has been a foreign exchange outgo of Rs. 26,920/- only, on foreign traveling, during the year.

Names of the constituents of "Group", pursuant to Regulation 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Shri R. H. Dalmia, R. H. Dalmia (HUF), Smt. Padma Dalmia, Raghu Hari Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt Anuradha Jatia, Km. Vrinda Dalmia, R H Dalmia Trust, Dalmia Education Trust.

Himalayan Natural Products Ltd., Kabirdas Investments Ltd., Dalmia Agencies Pvt. Ltd., Dapel Investments Pvt. Ltd., Hari Machines Ltd. & Kiran Resources Ltd.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

Messrs. G.K. Tulsyan & Co. Chartered Accountants of Calcutta retire at the conclusion of the ensuing Annual General Meeting and pursuant to Section 224 (1B) of the Companies Act, 1956 have furnished a Certificate regarding their eligibility for re-appointment as Auditors.

Director’s 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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2011. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2011 on a going concern basis.

By order of the Board

Regd. Office: 4 – Scindia House, H. B. Belwal

New Delhi – 110001. M. C. Upreti

Dated :- 12th May, 2011 Directors


Mar 31, 2010

To The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2010.

Working Results 31.03.2010 31.03.2009 Rs. Rs.

Profit/(Loss) for the Year 3,500,293 3,848,980

Add: Profit brought forward from Previous Year 2,48,33,141 2,28,60,282

Transfer from Amalgamating Companies

Income Tax / Int. Tax of Earlier Years (12,668) (42,121)

2,83,20,766 2,66,67,141

Less : (a) Income Tax Provision 11,00,000 13,40,000

(b) Transferred to Special Reserve 4,77,600 4,94,000

Balance transferred over to next year 2,67,43,16 2,48,33,141

Working

During the year, your Company has carried on the business of investment in shares and securities and Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any Dividend.

Directors

During the year, Shri M. L. Dujari and Shri S. N. Jalan have resigned from the Directorship of the Company with effect from 01.11.2009 and 02.12.2009, respectively. In accordance with the provision of the Companies Act, 1956 and the Company’s Articles of Association, Shri Anurag Saraf retires by rotation and being eligible and offers himself for re-appointment.

Shri M. C. Upreti has been appointed as Additional Director of the Company with effect from 31.10.2009, till the conclusion of next Annual General Meeting of the Company. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member of the Company, proposing the candidature of Shri M. C. Upreti as Director of the Company at the ensuing Annual General Meeting.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned any foreign exchange during the year. There has been a foreign exchange outgo of Rs. 65,725/- only, on foreign traveling, during the year.

Listing of shares

In terms of Clause 31 of the Listing Agreement, as amended, it is confirmed that the shares of the Company are listed at the Calcutta Stock Exchange, 7 Lyons Range, Kolkata- 700 001 and the necessary listing fees has been paid. During the year the Company’s application for listing of additional 18180 equity shares allotted on amalgamation of Lions Commercial Company Ltd., has been approved by Stock Exchange.

Dlisting of Securities of the Company During the year, the Company applied to the Calcutta Stock Exchange to get its equity shares delisted and gave an exit opportunity to its shareholders pursuant to the offer for delisting. However, consent for the said delisting offer has not been received from 90% of the public shareholders of the Company, as required by Regulation 27(3)(d) of the SEBI (Delisting of Equity Shares) Regulations, 2009. Therefore, the delisting offer was withdrawn by the Company.

Shifting of Registered Office

The Certified Copy of the Company Law Board, Kolkata Bench’s order dated 30.10.2009, granting extension of time for filing the order dated 18.03.2009, confirming the shifting of Registered Office of the Company from the State of West Bengal to the National Capital Territory of Delhi, has been received on 11.11.2009. The Board in its meeting held on 31.10.2009 has decided that the Registered Office shall be situated at 4- Scindia House, New Delhi - 110001 in the Union Territory of Delhi with effect from the date of filing of physical copy of the Company Law Board, Kolkata Bench, alongwith E-Form 21, with the Registrar of Companies, West Bengal and Delhi. The said order has been filed with the Registrar of Companies, West Bengal and Delhi in E-Form 21 on 24.11.20009.

Names of the constituents of "Group", pursuant to Regulation 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Shri R. H. Dalmia, R. H. Dalmia (HUF), Smt. Padma Dalmia, Raghu Hari Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt Anuradha Jatia,, Anuradha Dalmia Trust, Km. Vrinda Dalmia, R H Dalmia Trust.

Himalayan Natural Products Ltd., Kabirdas Investments Ltd., Dalmia Agencies Pvt. Ltd., Dapel Investments Pvt. Ltd., Marathwada Refractories Ltd. , Hari Machines Ltd. & Kiran Resources Ltd.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

Messrs. G.K. Tulsyan & Co. Chartered Accountants of Calcutta retire at the conclusion of the ensuing Annual General Meeting and pursuant to Section 224 (1B) of the Companies Act, 1956 have furnished a Certificate regarding their eligibility for re-appointment as Auditors.

Director’s 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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2010. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2010 on a going concern basis.

By order of the Board

Regd. Office:

4 – Scindia House, H. B. Belwal

New Delhi – 110001. M. C. Upreti

Dated :- 06 August, 2010 Directors


Mar 31, 2009

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2009.

WORKING RESULTS 31.03.2009 31.03.2008 Rs. Rs.

Profit / (Loss) for the Year 38,48,980 44,69,965

Add: Profit brought forward from Previous Year 2,28,60,282 1,97,04,878

Transfer from Amalgamating Companies - 3,90,802

Income Tax / Int. Tax Of Earlier Years (42121) 95,837

2,66,67,141 2,46,61,482

Less: (a) Income Tax Provision 13,40,000 11,10,000

(b) Transferred to Special Reserve 4,94,000 6,91,200

Balance transferred over to next year 2,48,33,141 2,28,60,282

Working

During the year, your Company has carried on the business of investment in shares and securities and Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any Dividend.

Directors

In accordance with the provision of the Companies Act, 1956 and the Company''s Articles of Association, Shri M L Dujari retires by rotation and being eligible and offers himself for re-appointment

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption

Provisions of Section 217(l)(e) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988 are not applicable to your Company.

Listing of shares

In terms of Clause 31 of the Listing Agreement as amended, it is confirmed that the shares of the Company are listed at the Calcutta Stock Exchange, 7 Lyons Range, Kolkata - 700 001 and the necessary listing fees has been paid. The Company''s application for listing of additional 18180 equity shares allotted on amalgamation of Lions Commercial Company Ltd., is being made with the said Stock Exchange.

Shifting of Registered Office

The Company Law Board (CLB) has confirmed the proposed alteration in the Memorandum of Association for shifting of the registered office of the Company from the State of West Bengal to the Union Territory of Delhi vide its order dated 18th March, 2009. However, the Company has not been able to file requisite forms with the ROC within the prescribed period due to technical problem in e- filing which has been duly taken up with the ROC. The said order will be effective only after extension of time by CLB and filing of requisite forms with the ROC,

Names of the constituents of "Group", pursuant to Regulation 3(l)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Shri R. H. Dalmia, R. H. Dalmia (HUF), Smt. Padma Dalmia, Raghu Hari Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt Anuradha Jatia,, Anuradha Dalmia Trust, Km. Vrinda Dalmia, R H Dalmia Trust

Himalayan Natural Products Ltd., Kabirdas Investments Ltd., Dalmia Agencies Pvt. Ltd., Dapel Investments Pvt Ltd., Marathwada Refractoriness Ltd., Hari Machines Ltd. & Kiran Resources Ltd.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

Messrs. G K. Tulsyan & Co. Chartered Accountants of Calcutta retire at the conclusion of the ensuing Annual General Meeting and pursuant to Section 224 (IB) of the Companies Act 1956 have furnished a Certificate regarding their eligibility for re-appointment as Auditors..

Director''s 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 :

(a) That in the preparation of the annual accounts for the financial year ended 31 si March, 2009. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing arid detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2009 - on a ''going concern basis.

Read. Office : HARI BALLABH BELWAL

2, Waterloo Street MOHANLAL DUJARI

Kolkata - 700 069 Directors

Date - 31st July, 2009

 
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