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Directors Report of Scan Projects Ltd.

Mar 31, 2015

The directors have pleasure in presenting the 23rd Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015:

1. Financial Highlights:

(Rs, In Lacs)

2014-15 2013-14

Revenue from Operations 582.16 463.07

Operating Expenditure 540.39 410.54

Earnings before interest tax, depreciation and amortization

(EBITDA) 53.12 59.93

Other Income (Net) 11.55 12.17

Finance Costs 10.18 9.14

Depreciation and amortization expenses 11.35 7.40

Profit before exceptional item and tax 43.14 55.56

Exceptional item 0.00 0.00

Profit Before Tax (PBT) 43.14 55.56

Tax Expenses 13.49 13.20

Profit After Tax (PAT) 29.65 42.36

Add: Balance Brought forward from previous year (59.84) (102.20)

Less: Depreciation on account of transitional provisions (Net of deferred tax liability provision Rs, 0.16 Lacs) 0.35 0.00

Less: Income Tax for earlier years adjusted 4.42 0.00

Amount of Surplus available for appropriation (34.96) (59.84)

2. Operations, State of Company's affairs and Future Outlook:

After starting the new activities i.e. Engineering Services (Erection, commissioning, supervision, project drawing and designing services) and trading of fabricating material, equipment parts and other items etc., the overall growth of the company is good and encouraging since its re-establishment. In the current year 2014-15, the Company has earned the total revenue from operation Rs, 582.16 Lacs against the previous years Rs, 463.07 Lacs, which reflects the growth of 26%. The overall growth of the Company is encouraging and same will further improve in the ensuing years because the Company has sufficient work order for Erection and Commissioning in hand at different locations in India and Nepal, which will be executed in the ensuing financial year. The net profit after tax of the company is Rs, 52.86 Lacs, Rs, 42.36 Lacs and Rs, 29.65 Lacs in the year 2012-13, 2013-14 and 2014-15 respectively. Due to these and other substantial factors, the accumulated losses of the company have been minimized and the net worth of the company has become positive. All the above factors reflects that the management is serious and hopeful to achieve better results in the ensuing years with new business activities.

We further inform that there is no change in the business activities of the company in the current financial year.

3. Dividend:

No dividend has been recommended by the Directors this year and consequently no amounts have been transferred to general reserves.

4. Transfer to Reserves:

The board of the Company has decided not to transfer any fund to general reserve out of the amount available for appropriation and an amount of loss Rs, 34.96 Lacs to be retained in the profit and loss account.

5. Change in Share Capital, if any

There has been no change in Share Capital of the Company during the financial year 2014-15.

6. Deposits:

The company has not accepted any deposits from the public during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

7. Directors:

As per the provisions of Section 152 of the Companies Act, 2013, Sh. Akshay Chandra, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

Smt. Prakriti Chandra has been appointed as Additional Directors on 25th March, 2015. As per the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company, Smt. Prakriti Chandra hold office only up to the date of this Annual General Meeting of the Company, and are eligible for appointment as Director. The Company has received notice under Section 160 of the Act, in respect of the candidate, proposing her appointment as Non-executive Director of the Company. Resolutions seeking approval of the members for the appointment of Smt. Prakriti Chandra as Non-executive Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief details about her.

The notice convening the Annual General Meeting includes the proposal for appointment of Directors.

Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

8. Board Evaluation:

9.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the valuation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors.

10. Meetings of the Board:

The Board of Directors of your company met 9 times during 2014-15. The meetings were held on 29-04- 2014, 22-05-2014, 30-05-2014, 14-08-2014, 28-08-2014, 14-11-2014, 14-02-2015, 09-03-2015 and 25-03- 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. Particulars of Loan given, Investment made, Guarantee given and Securities provided:

There were no loans given, investment made, guarantee given and securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. Extract of Annual Return:

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

13. Subsidiary, Joint Ventures and Associate Concerns:

The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31st March, 2015.

14. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance together with Compliance Certificate on the same are attached to this report.

15. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

16. Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standard have been followed and there are no material departures;

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 as at 31st March 2015 and of the profit of the Company for the period from 1st April 2014 to 31st March 2015;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

17. Contract and arrangements with Related Parties:

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions and on dealing with related party transactions. Your Directors draw attention of the members to Note 26(i) to the financial statements which set out related party disclosures pursuant to clause 32 of the listing agreement. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

18. Auditor and Auditors' Report:

M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, Statutory Auditor of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for another term.

As required under the provisions of section - 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Jayant Bansal & Co., Chartered Accountant to their appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment for the financial year 2015-16.

There are no qualifications or adverse remarks in the Auditor's Report which require any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further comments.

Further auditor's report for the financial year ended 31st March, 2015 is given as an annexure which forms part of this report.

19. Cost Auditors:

The Board has appointed M/s K. K. Sinha & Associates, Cost Accountants (Firms Regd, No 100279), 3396, Sector -46C, Chandigarh - 160047, as cost auditors to conduct the audit of cost accounting records for its Erection and Commissioning activities for the financial year 2014-15.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs with in the stipulated time period.

20. Secretarial Auditors:

The Board has appointed M/s J. P. Jagdev & Co., Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. Corporate Social Responsibility (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

22. 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 mitigating actions on a continuing basis.

23. Internal Control System and their adequacy:

The company has adopted adequate system of internal control commensurate with the size of the company and the nature of its business. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses executing transactions with proper authorization and ensuring compliance of corporate policies. The company has an audit committee, the details of which are provided in the Corporate Governance Report. The audit committee reviews the internal control system and follows up on the implementation of corrective actions, if required. The committee also meets the company's statutory auditors to ascertain, interlaid their views on the adequacy of internal control system in the Company and keeps the Board of Directors informed of its major observations from time to time. The management also regularly reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum utilization of resources and achieve better efficiencies.

24. Vigil Mechanism Policy:

The Company has a vigil mechanism policy which also incorporates a whistle blower policy in line with the provisions of the Section 117(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges, which deals with the genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct and ethics.

25. Committees of Board:

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Shareholder's/Investor's Grievances Committee, Risk Management Committee. All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors. Detail of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

26. Conservation of Energy, Technology absorption and foreign exchange earning and outgo:

Information required under Section 134(3)(m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given as under:

Conservation of Energy: The Company has not been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review.

Technology absorption, adaption and innovation: The Company always adopted latest technologies for improving the performance and quality of its services. The Company's operations do not require significant import of technology.

Research and Development (R&D): The Company has not done any Research and Development work during the year under review. However, the company has adopted/reviewed the methods for improving the performance and quality of its services on regular basis.

Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreign exchange and also, did not earn any foreign exchange during the year under review. However, the Company is having Branch/Permanent Establishment at Nepal and all the information related to foreign exchange earnings and outgo is pertained to Nepal branch only.

(Rs, In Lacs)

Foreign exchange earnings and outgo 2014-15 2013-14

a. Erection, Commissioning and Supervision related activities (Including Overseas Branch Revenue) 23728631.00 18451509.00

b. CIF Value of Imports NIL NIL

c. On Overseas Contracts (i.e. Overseas Branch expenditure) 23162908.00 13441710.00

d. -Capital Goods (i.e. Capital expenditure incurred at 441523.00 4038.00 Overseas Branch)

27. Nomination, Remuneration and Evaluation Policy:

The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the same are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

28. Human Resources:

Your Company treats its "human resources" as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force. The company is continuously taken steps towards maintaining a low attrition rate which it believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism.

29. Particulars of Employees:

I) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Director Ratio to median remuneration

1 Sh. Sunil Chandra (Managing Director) 1.13:1

2. Sh. Chaitanya Chandra (Whole time Executive Director) 1.80:1

Note: The Company has not given any remuneration/benefits to non-executive/independent directors of the company during the year 2014-15.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Company Secretary and Financial Officer % increase in remuneration in the financial year

1 Sh. Sunil Chandra (Managing Director) 16.67%

2. Sh. Chaitanya Chandra (Whole time Executive Director) NIL

3. Ms. Anita Bhist (Company Secretary) 11.11%

4. Sh. Deepak Sharma (Financial Officer) 40.00%

c. The percentage increase in the median remuneration of employees in the financial year: 32%

d. The number of permanent employees on the rolls of Company: 35 Employees as on 31st March, 2015

e. The explanation on the relationship between average increase in remuneration and Company performance: The performance of the Company for the current financial year is better than the previous year. The Company has minor increase in remuneration to Executive Director/key managerial personnel. However, at Middle & Junior level management, the proper increment was given in accordance with the inflation rate and at workmen and staff level, the increase is sufficient and higher than the inflation rate.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Remuneration to Managing and Whole time directors were paid as per the scale approved by the members of the company. The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment. In respect of Company Secretary, the normal annual increment has been given.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: The Company's stock is not trading at the listing stock exchanges since long, hence this information is not available.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the Last public offer: The Company's stock is not trading at the listing stock exchanges since long, hence this information is not available.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Proper increments at both managerial and staff/worker level has been given in financial year 2014-15.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment. In respect of Company Secretary, the normal annual increment has been given.

k. The key parameters for any variable component of remuneration availed by the directors: No such variable component is included in the remuneration paid to directors.

I. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Sh. Chaitanya Chandra (Whole time Executive Director): 0.81:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

II. There was no employee on the Roll of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence this relevant information is not applicable to the Company.

30. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

31. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ii) No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of unclaimed dividend to Investor Education and Protection Fund do not apply to the Company as there was no dividend declared and paid in previous years and there is no unclaimed dividend.

3. Equity Shares:

- No issue of equity shares with differential rights as to dividend, voting or otherwise during the year under review.

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

- No Bonus shares were issued during the year under review.

- No issue of shares (including sweat equity shares) to employees of the Company under Stock option Scheme during the year under review.

- No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and end of the year under review.

32. Listing with Stock Exchanges:

The stocks of the Company are listed on Delhi Stock Exchange, Stock Exchange Mumbai, Stock Exchange Ahmadabad and Jaipur Stock Exchange. We further confirm that the Company has paid the Annual Listing Fees regularly where the Company's Shares are listed except Jaipur Stock Exchange which is outstanding since long.

33. Acknowledgements:

Your directors wish to place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by the Executives, Officers and Employees of the Company. By Order of the Board of Directors



Place: Yamunanagar

Dated: 28-08-2015

(SUNIL CHANDRA)

Managing Director

DIN: 01066065


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report along with the Audited Annual Statements of Accounts for the financial year ended on 31-03-2014:

1. Financial Hiehliehts: (Rs. In Lacs) 2013-14 2012-13 Receipts:

*Net Sales/Income from Traded Goods , 1.35 12.32

*Erection, Commissioning, Supervision, Project Drawing and Designing Service 461.72 292.97 Charges Received

463.07 305.29

Other Income 12.17 11.45

Profit/(Loss) Before exceptional items 62.96 59.24 and depreciation

Depreciation 7.40 6.27

Profit/(Loss) Before Tax and 55.56 52.97 exceptional items

Exceptional Items 0.00 0.00

Profit/(Loss) Before Tax 55.56 52.97

Provision for Taxation (Net of Deferred tax and Minimum Alternate Tax) 13.20 0.11

Profit/(Loss) after tax 42.36 52.86

Reserves and Surplus (44.84) (87.20)

2. Operations and Out Look for the Current Year:

After starting the new activities i.e. Engineering Services (Erection, commissioning, supervision, project drawing and designing services) and trading of fabricating material, equipment parts and other items etc., the overall growth of the company is good and. encouraging since its re-establishment, In the current year 2013-14, the Company has earned the total revenue from

operation Rs. 463.07 Lacs against the previous years Rs. 305.32 Lacs, Rs. 852.33 Lacs and Rs. 476.38 Lacs in the year 2012-13, 2011-12 and 2010-11 respectively. The reason for decline in revenue of the Company since last two years is due to sluggish performance at site projects. However, the Company has sufficient work order for Erection and Commissioning in hand at different locations in India and Nepal, which will be executed in the ensuing financial year. During the year, the Company has also established Branch Office/Permanent Establishment at Nepal for execution of job contracted at Nepal, The net profit after tax of the company is Rs. 118.55 Lacs, Rs. 52.86 Lacs and Rs. 42.36 Lacs in the year 2011-12, 2012-13 and 2013-14 respectively.Due to these and other substantial factors, the accumulated losses of the company have been minimized and the net worth of the company has become positive. All the above factors reflects that the management is serious and hopeful to achieve better results in the ensuing years with new business activities.

3. Dividend & Reserves:

No dividend has been recommended by the Directors and consequently no amounts have been transferred to general reserves,

4. Denosits:

The company did not accept or renewed deposits from any one during the year under review.

5. Directors:

Sh. Chaitanya Chandra, Director retires by rotation at the forthcoming meeting and being eligible has offered himself for re-election. The Board recommends his re-appointment.

6. Auditor and Auditors '' Report:

M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, Statutory Auditor of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for another term.

As required under the provisions of section - 139(1) of the Companies Act, 2013, the company has received a written consent from MIs Jayant Bansal & Co., Chartered Accountant to their appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment for the financial year 2014-15.

The Auditors'' Report is self-explanatory and the notes contained therein are mutually inclusive, which do not call for further comments.

7. Cost Auditors:

The Company has appointed M/s K. K. Sinha & Associates, Cost Accountants (Finns Regd, No 100279), 3396, Sector -46C, Chandigarh - 160047, as cost auditors to conduct the audit of cost accounting records for its Erection and Commissioning activities for the financial year 2013-14.

8 Listing

The stocks of the Company are listed on Delhi Stock Exchange (RSE), Stock Exchange Mumbai, Stock Exchange, Ahmedabad and Jaipur Stock Exchange

9. Listing Fees:

The details of fees outstanding to be paid by the Company to the different Stock Exchanges are as below: -

S.NO. NAME OF THE STOCK EXCHANGE YEAR AMOUNT DUE(IN RS.)

1. Ahmedabad Stock Exchange, Ahmedabad 1997-98 to 178500.00 2013-14

2. Jaipur Stock Exchange Limited, Jaipur 1997-98 to 170000.00 2013-14 TOTAL 348500.00

10. Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance and Management Discussion and Analysis together with Compliance Certificate on the same are attached to this report.

Audit Committee, Remuneration committee and Shareholder''s / Investor''s grievances committee have been reconstituted / formed as per the SEBI / Stock Exchange Regulations.

11. Manasement''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

12. Particulars Pursuant to Section 217(I)(e) of the Companies Act, 1956:

(A) Conservation of Energy & Technology Absorption: The Company has not been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review.

(B.) Foreign Exchange Earnings and Outgo: The Company did not'' spend any foreign exchange and also, did not earn any foreign exchange during the year under review.

13. Particulars of Employees:

There was no employee on the rolls of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under and hence, the particulars and NIL.

14. Employer-Employee Relations:

The employer-employee relations remained cordial during the year under review.

15. Directors'' Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

i) in preparing the Annual accounts of the year ending 31-03-2014 the applicable accounting standard have been followed and that no material departure have been made from the same;

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 as at 31st March 2014 and of the profit of the Company for the period from 1st April 2013 to 31st March 2014;

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 and

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

16. Acknowledgements:

The Directors wish to place on record their sincere thanks to the Bankers of the Company for their kind co-operation and the assistance extended to them. The Directors, also, wish to appreciate the dedicated work done by the Executives, Officers and Employees of all levels.

By Order of the Board of Directors

Place: Yamunanagar Dated: 28-08-2014 (SUNIL CHANDRA) Managing Director DIN: 01066065


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their 21st Annual Report along with the Audited Annual Statements of Accounts for the financial year ended on 31-03-2013:

1. Financial Highlights:

(Rs.In Lacs)

2012-13 2011-12

Receipts:

-Net Sales/Income from Traded Goods 12.32 352.71

-Erection, Commissioning, Supervision, Project Drawing and Designing Service Charges Received 292.97 499.62

305.29 852.33

Otherlncome 11.45 10.54

Profit/(Loss) Before exceptional items and depreciation 59.24 141.07

Depreciation 6.27 6.95

ProfnV(Loss) Before Tax and exceptional items 52.97 134.12

Exceptional Items 0.00 0.00

Profit/(Loss) Before Tax 52.97 134.12

Provision for Taxation (Net of Deferred tax and Minimum

Alternate Tax) 0.11 15.57

Profit/(Loss) after tax 52.86 118.55

Reserves and Surplus 87.20 (140.06)

2. Operations and Out Look for the Current Year:

After re-establishing its business activities by starting the new activities i.e. Engineering Services (Erection, commissioning, supervision, project drawing and designing services) and trading of fabricating material, equipment parts and other items etc. the overall growth of the company is good and encouraging since last three years. In the current year 2012-13, the company has earned the total revenue from operation is Rs. 305.32 against the previous years Rs. 852.33 Lacs and ^ 476.38 Lacs in the year 2011-12 and 2010-11 respectively. The reason for decline in revenue of the Company in the current year is due to sluggish performance at site projects. However, the Company has sufficient work order for Erection and Commissioning in hand at different locations and has also received one overseas work at Nepal, which will be executed in the ensuing financial year. The net profit after tax of the company is Rs. 128.85 Lacs, Rs. 118.55 Lacs and Rs. 52.86 Lacs in the year 2010-11, 2011-12 and 2012-13 respectively. Due to these and other substantial factors, the accumulated losses of the company have been minimized and the net worth of the company has become positive. All the above factors reflects that the management is serious for the revival of the company and is hopeful to achieve better results in the ensuing years with new business activities.

3. Dividend & Reserves''.

No dividend has been recommended by the Directors and consequently no amounts have been transferred to general reserves.

4. Deposits:

The company did not accept or renewed deposits from any one during the year under review.

5. Directors:

Sh. Krishna Kumar, Non-executive Director has resigned from the directorship of the Company w.e.f. 31 * May, 2013 and the same has duly been accepted in the Board of Directors meeting held on 31st May 2013.

Sh. Ahshay Chandra, Director retires by rotation at the forthcoming meeting and being eligible has offered himself for re-election. The Board recommends his re-appointment.

Sh. Chaitanya Chandra has been appointed as Additional Director on May 31, 2013. As per the provisions of Section 260 of the Act, he holds office only up to the date of the forthcoming Annual General Meeting (AGM) of the Company and is eligible for appointment as Director. The Company has received notice under Section 257 of the Act, in respect of the above person, proposing his appointment as a Director of the Company. Resolution seeking approval of the members for the appointment of Sh. Chaitanya Chandra as Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief details about him.

Sh. Chaitanya Chandra was inducted as Whole time Executive Director of the Company w.e.f. July 15,2012 to July 14, 2018.

Sh. Akshay Chandra has submitted the resignation from the office of the Whole Time Director of the Company w.e.f. 01/07/2013 and shall continue to be as Non-Executive Director of the company w.e.f. 01/07/2013

The notice convening the Annual General Meeting includes the proposal for appointment of Directors.

6. Auditor and Auditors'' Report:

The Auditors, M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

The Auditors'' Report is self-explanatory and the notes contained therein are mutually inclusive, which do not call for further comments.

7. Cost Auditors:

The Company has appointed M/s K. K. Sinha & Associates, Cost Accountants (Firms Regd, No 100279), 3396, Sector -46C, Chandigarh - 160047, as cost auditors to conduct the audit of cost accounting records for its Erection and Commissioning activities for the financial year 2012-13.

8 Listing

The stocks of the Company are listed on Delhi Stock Exchange (RSE), Stock Exchange Mumbai, Stock Exchange, Ahmedabad and Jaipur Stock Exchange

9. Listing Fees:

The details of fees outstanding to be paid by the Company to the different Stock Exchanges are as below: -

S. NO. NAME OF THE STOCK EXCHANGE YEAR AMOUNT DUE (IN RS.)

1. Ahmedabad Stock Exchange, Ahmedabad 1997-98 to 2013-14 178500.00

2. Jaipur Stock Exchange Limited, Jaipur 1997-98 to 2013-14 170000.00

TOTAL 348500.00

10. Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance and Management Discussion and Analysis together with Compliance Certificate on the same are attached to this report.

Audit Committee, Remuneration committee and Shareholder''s / Investor''s grievances committee have been reconstituted / formed as per the SEBI / Stock Exchange Regulations.

11. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

12. Particulars Pursuant to Section 217(I)(e) of the Companies Act 1956:

(A) Conservation of Energy & Technology Absorption: The Company has not been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review.

(B.) Foreign Exchange Earnings and Outgo: The Company did not spend any foreign exchange and also, did not earn any foreign exchange during the year under review.

13. Particulars of Employees:

There was no employee on the rolls of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under and hence, the particulars and NIL.

14. Employer-Employee Relations''.

The employer-employee relations remained cordial during the year under review.

15. Directors'' Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

i) in preparing the Annual accounts of the year ending 31-03-2013 the applicable accounting standard have been followed and that no material departure have been made from the same;

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 as at 31st March 2013 and of the profit of the Company for the period from 1st April 2012 to 31st March 2013;

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 and

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

16. Acknowledgements*.

The Directors wish to place on record their sincere thanks to the Bankers of the Company for their kind co-operation and the assistance extended to them. The Directors, also, wish to appreciate the dedicated work done by the Executives, Officers and Employees of all levels. By Order of the Board of Directors

Place: Yamunanagar

Dated: 29-08-2013 (SUNIL CHANDRA)

Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report along with the Audited Annual Statements of Accounts for the financial year ended on 31-03-2010.

1. Financial Highlights: (Rs. In Lacs)

Receipts: 2008-09 2008-09

- Sales (Traded Goods) 145.89 29.36

- Receipts 26.00 0.00

171.89 29.36

Other Income 3.86 1.00

Profit/(Loss) Before exceptional items and depreciation 20.18 1.52

Depreciation 1.89 0.52

Profit / (Loss) Before exceptional Items 18.29 1.00

Profit/(Loss) on sale of assets (8.10) 0.00

Profit/(Loss) on sale of assets acquired under capital work in progrees i.e new expansion scheme and Technical (3.53) (27.96)

Adjustment of unpaid interest waived by the Bank under one time settlement scheme 0.00 7.05

Profit/(Loss) Before Tax 6.66 (19.91)

Provision for Taxation 0.00 0.00

Profit/(Loss) after tax 6.66 (19.91)

Reserves and Surplus 15.00 15.00

Accumulated Profit/(Loss) (402.46) (409.12)

2. Operations and Out Look for the Current Year.

The Company had discontinued is manufacturing activities (i.e. manufacturing of ordinary porland cement) since January 2002 and not in operation since then. However during the year 2008-09, the management has started new trading activity (i.e. trading of store and spares / Machinery spares and material for Cement and allied industry) and achieved the turnover of Rs. 29.36 Lacs and Rs. 127.65 Lacs in the year 2008-09 and 2009-10 respectively. During the last quarter of the current financial year the management of the company has also added new line of activity i.e. Services for Installation of Machinery parts of Cement and Allied industry and earned the receipt of Rs. 26.00 Lacs. The Overall net profit of the the company is Rs. 6.66 Lacs against the net loss of Rs. 19.91 lacs in the previous year. Due to that and other substantial factors (i.e. profit from new business activities and loss arisen due to dispose off remaining assets and assets acquired under capital work in progress) the accumulated losses of the company have been reduced to some extent in current year as compared to preceding year. The Company had also repaid all its dues towards financial institution / bank under one time settlement scheme by disposing off its substanitial part of its fixed assets. In the current year the company has also disposed off the part of remaining assets (i.e. plant & Machinery, Electrical / Pollution / Laboratory Equipments other assets and assets acquired under capital work-in-progress new expansion schemw, which cost / W.D.V as on 31-03-2009 Rs. 3456166.11) for Rs. 2293530.00, thereby suffering a loss of Rs. 1162636.11. In the view of restructuring process initiated by the management a of the company, it has alredy repaid all the dues towards Financial Institution / banks under one time settlement scheme after disposing off substantial part of the fixed assets and has also started new business activities (i.e. trading of store and spares / Machinery spares and material and Services for installation of Machinery parts for Cement and allied industry). All these above efforts reflect that the Management of the Company is serious for revival of the company from the existing crisis. Hence, the management is hopeful to re-establish the business activities in the ensuing years and so the management has prepared the accounts of the company on the going concern concept.

3. Dividend & Reserves

No dividend has been recommended by the Directors and consequently no amounts have been transferred to general reserves.

4. Deposits

The company did not accept or renivvetl deposits from any one during the year under review

5. Directors:

Sh. Pardeep Kumar, Director retires by rotation at the forthcoming meeting and being eligible has offered himself for re-election. The Board recommends his re-appointment.

6. Auditors' Report:

The Auditors Report is self-explanatory and the notes contained therein mutually inclusive. Further qualification contained in Auditors' Report regarding substantial doubt that the company will be able to continue as a going concern due to heavy losses and closure of manufacturing activities with uncertainty of its re-establishing commercial activities. In this respect it is already mentioned In the above paras that the company has already repaid all the dues of the Financial Institution / Bank under one time settlement scheme after disposing off substantial parts of fixed assets and has also started new business activities (i.e. trading of store and spares / Machinery spares and material and service for installation of Machinery parts for Cement and allied industry). Hence, all the above efforts reflect that the management of the Company is serious for revival of the company from the existing crisis. Therefore the management has prepared the financial statement on going concern basis.

7. Auditors:

M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, presents Auditors of the company, vacate their office at the conclusion of the forthcoming Annual General Meeting. They being eligible have offered themselves for re-appointment for another term. The Directors recommend their re-appointment.

8. Listing:

The Stocks of the Company are listed on Delhi Stock Exchange (RSE), Stock Exchange Mumbai, Stock Exchange, Ahmedabad and Jaipur Stock Exchange.

9. Listing Fees:

The details of fees outstanding to be paid by the company to the different stock exchanges are as below:-

S.No. NAME OF THE STOCK EXCHANGE YEAR AMOUNT DUE (IN RS)

1. Ahmedabad Stock Exchange, Ahmedabad 1997-98 to 2010-11 147000.00

2. Jaipur Stock Exchange Limited, Jaipur 1997-98 to 2010-11 140000.00

TOTAL 287000.00

10. Corporate Governance:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance and Management Discussion and Analysis together with Compliance Certificate on the same are attached to this report.

Audit Committee, Remuneration committee and Shareholders / Investor's grievances committee have been reconstituted / formed as per the SEBI/ Stock Exchange Regulations.

11. Particulars Pursuant to Section 217 (l)(e) of the Companies Act, 1956:

(A) Conservation of Energy & Technology Absorption: The Company has not been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review.

(B) Foreign Exchange Earnings and Outgo: The Company did not spend any foreign exchange and also, did not earn any foreign exchange during the year under review.

12. Particulars of Employees:

There was no employee on the rolls of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under and hence, the particulars, and NIL.

13. Employer- Employees Relations.

The employer-employee relations remained cordial during the year under review.

14. Directors' Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

i) in preparing the Annual accounts of the year ending 31-03-2010 the applicable accounting standard have been followed and that no material departure have been made from the same;

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 as at 31st March 2010 and of the loss of the Company for the period from 1st April 2009 to 31st March 2010;

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 and

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

15. Acknowledgements:

The Directors wish to place on record their sincere thanks to the Bankers of the company for their kind co-operation and the assistance extended to them. The Directors, also wish to appreciated the dedicated work done by the Executives, Officers and Employees of all levels.

Place: Ambala Cantt By Order of the Board of

Dated: 27-08-2010 Sunil Chandra

(Chairman)


Mar 31, 2009

The Directors have pleasure in presenting their 17th Annual Report along with the Audited Annual Statements of Accounts for the financial year ended on 31-03-2009:

1. Financial Highlights:

(Rs. In Lacs) 2008-09 2007-08 Sales/Income from operation 29.36 328.86 Other Income 1.00 3.27 Profit/(Loss) Before exceptional items and depreciation 1.52 21.39 Depreciation 0.52 0.60 Profit/(Loss) Before exceptional items 1.00 20.79 Exceptional Items: -Profit/(I.oss) on sale of assets 0.00 18.74 -Profit/(Loss) on sale of assets acquired under capital work in progress i.e. new expansion scheme and Technical Development Assistance Scheme (27.96) 0.00 -Adjustment of unpaid interest waived by the Bank under one time settlement scheme 7.05 0.00 Profit/(Loss) Before Tax (19.91) 39.53 Provision for Taxation 0.00 2.89 Profit/(Loss) after tax (19.91) 36.64 Reserves and Surplus 15.00 15.00 Accumulated Profit/(Loss) (409.12) (389.21)

2. Operations and Out Look for the Current Year.

The company had discontinued its manufacturing activities (i.e. manufactuiing of Ordinary Portland Cement) since January2002 and not in operation since then. However, during the previous financial year the management of the company has undertaken new business activities i.e. Trading of Fabrics, b} opening new unit under the nane and style of M/s Ambala Fabrics at New Delhi and achieved the turnover of Rs.328.86 Lacs, but the company is no able to continue this activities during the current financial year. During the last quarter of the current finan:ial year the management of the company has started another trading activity i.e. frading of Score and spares/Machinery spares, which is duly covered under the main object of the company and achieved the turnover of Rs.29.36 Lacs. The overall net Loss is Rs. 19.91 Lacs against the net profit after tax of Rs. 36.64 Lacs in the previous year. Due to that and other substantial factors (i.e. wavier of unpaid interest by Bank under one time settlement scheme and loss arisen due to dispose off substantial part of assets acquired under capital work in progress), the accumulated losses of the compamy have been increased to some extent in current as compared to preceding year. Previously the company had repaid all its dues towards financial institution under one time settlement scheme by disposing off its substantial part of its fixed assets. In the; current year the Company has also disposed off substantial part of assets acquired under Capital work in progress new expansion scheme and Technology Development Assistance scheme (Cost/W.D V. 3S on 31-

03-2008 Fs.4990675.74) tor Rs.2195012.00, thereby suffering a loss of Rs.2795663.74 In the view of restructuring process imitated by the management cf the company, it has already repaid all the dues towards Financial Institution under one time settlement scheme after disposing off substantial part of the fixed assets and retained one plant (50 TPD capacity). In the current year the Bank has also accepted the compromise proposal of the conpany for settlement of its dues and the company has executed this compromise proposal by paying necessary upfront amount to the bank. The management has also started new trading activity i.e. trading of Store and spares/Machinery spares and achieved the turnover of Rs.29.36 Lacs. All these above efforts reflect :hat the Management of the Company is serious for revival of the company from the existing crisis. Hence, the management is hopeful to re-establish the business activities in the ensuing years and so the management has prepared the accounts of the company on the going concern concept.

3 Research and Development:

The company had taken up new expansion/diversification project for Design and installation of oil fired vertical shaft kiln for manufacture of cement clinker in association with Technology Information forecasting and Assessment Council (TIFAC) under Technical Development Assistance Scheme and invested a sum of Rs. 13034609.35 (Previous year Rs. 13034609.39) up to 31-03-2008. Initially, the company had successfully completed .the: trial run of the manufacturing of Quick Lime under this Scheme, the ultimate result of this project couldnt be achieved, which could be commercialized, hence the same has been discontinued/abandoned by the TIFAO. In the current year the company has disposed off all the discarded assets/salvage under this scheme.

4. Dividend & Reserves:

No dividend has been recommended by the Directors and consequently no amounts have been transferred to general reserves.

5 Deposits:

The company did not accept or renewed deposits from an} one during the year under review.

6 Directors

Sh. Krishan Kumar, Director retires by rotation at the forthcoming meeting and being eligible has offered himself for re-election. The Board recommends his re-appointment.

7. Auditors Report:

The Auditors Report is self-explanatory and the notes comained therein are mutually inclusive. -Further, qualification contained in the Auditors Report regarding substantial doubt that the Company will be able to continue as a going concern due to heavy losses and closure of manufacturing activities with uncertainty of its re-establishing commercial activities. In this respect it is already mentioned in the above paras that the Company has already repaid all the dues of the Financial Institutions under one time settlement scheme and also approached the bank for settlement" of their dues, which has duly been accepted by the bank and the company has executed this compromise proposal by paying necessary upfront amount to the bank. Though, the Company has disposed off substantial part of fixed assets for repayment of financial institutions/bank dues by retaining one plant (50 TPD capacity) and the management has also started new trading activity i.e. trading of Store and spares/Machinery spares. Hence, all the above efforts reflect that the management of the Company is serious for revival of the company from the existing crisis. Therefore the management has prepared the financial statement on going concern basis.

8. Auditors:

M/s Jayanr Bansal &. Co , Chartered Accountants, Ambala Cantt, presents Auditors of the company; vacate their office at the conclusion of the forthcoming Annual Genera! Meeting. They being eligible have offered themselves for re-appointment for another term. The Directors recommend their re-appointment.

9. Listing

The stocks of the Company are listed on Delhi Stock Exchange (RSE), Stock Exchange Mumbai, Stock Exchange, Ahmedabad and Jaipur Stock Exchange.

10 Listing Fees:

The details of fees outstanding to be paid by the Company to the different Stock Exchange; are as beiow: -

S.NO. NAME OF THE STOCK EXCHANGE YEAR AMOUNT DUE (IV RS.) 2. Ahmedabad Stock Exchange, Ahmedabad 997-98 to 2009-10 136500.00 3. Jaipur Stocs Exchange Limited, Jaipur 997-98 to 2009-10 130000.00 TOTAL 266500.00

11. Corporate Governance:

Pursuant to clause 49 of ihe Listing Agreement with the Slock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance; and Management Discussion and Analysis together with Compliance Certificate on the same are attached to this report.

Audit Committee, Remuneration committee and Shareholders / Investors grievances committee have been reconstituted / formed as per the SEBI / Stock Exchange Regulations.

12. Particulars Pursuant to Section 217(I)(e) of the Companies Act, 1956:

(A) Conservation of Energy: The Company has not conducted any commercial activities since the date of take over of its all assets by the corporations; hence; this information is not applicable on the company during the year under review.

(B) Technology Absorption: The Company has Research ana Development facilities with it and carries out its research. The details are given in paragraph No. 2. No technology has been imported by the Company during the year under review.

(C.) Foreign Exchange Earnings and Outgo: The Company did not spend any foreign exchange and also, did not earn any foreign exchange during the year under review.

13. Particulars of Employees:

There was no employee on the rolls of the company who drew remuneration in excess of the; limits prescribed by the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under and hence, the particulars and NIL.

14. Employer Employee Relations:

The employer-employee relations remained cordial during the year under review.

15. Directors Responsibility Statement

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the directors

hereby confirm that:

i) in preparing the Annual accounts of the year ending 31-03-2009 the applicable

accounting standard have been followed and that no material departure have been made from the same;

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 as at 31st March 2009 and of the loss of the Company for the period from 1st April 2008 to 31:t March 2009;

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 and

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

16. Acknowledgements:

The Directors wish to place on record their sincere thanks to the Bankers of the Company for their kind co-operation and the assistance extended to them. The Directors, also, wish to appreciate the dedicated work done by the Executives, Officers and Employees of all levels.

By Order of the Board of Place: Anibala Cantt Dated: 24-08-2009 Sunil Chandra (Chairman)

 
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