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Directors Report of SGN Telecoms Ltd.

Mar 31, 2013

The Directors are pleased to present their Annual Report for the financial year ended on 31st March 2013.

FINANCIAL RESULTS:

PARTICULARS 31st March 2013 31st March 2012 ( Rs. In Lacs) ( Rs. In Lacs)

Total Income 118.74 374.28

Profit Before Depreciation (3.35) 17.54

Depreciation 16.38 14.53

Net Profit/(loss) (19.73) 3.01

Extraordinary Items Nil (391.11)

Transfer to Balance sheet (19.73) (388.10)

Due to the market constraints the turnover of the company has fallen sharply during the current financial year resulting in higher operation losses.

DIVIDEND:

In the absence of any adequate profits, the management has decided not to declare any dividend.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public with in the meaning of section 58-A of the Companies Act, 1956.

DIRECTORS:

Ms. Parminder Kaur, Director of the company who retire at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Mr. Devender Singh, Ms. Paramjit Kaur, Ms. Reeta Devi and Mr. Balwinder Singh ceased from the directorship during the current financial year.

ALLOTMENT OF SHARES ON PREFERENTIAL BASIS

During the year under review, the company has allotted 80,00,000 (Eighty Lacs) equity shares upon conversion of equal number of warrants on preferential basis.

LISTING:

The company is listed with Bombay Stock Exchange Limited. The shares are being regularly traded there. The company is regular in payment of listing fees and complying with other listing requirements. The other stock Exchanges namely Delhi Stock Exchange and Ludhiana Stock Exchange are not active and no trading is being taking place there. The company has applied for delisting of securities from these Delhi Stock Exchange and Ludhiana Stock Exchange.

AUDITORS:

M/s N Kumar & Co, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a letter from them that their appointment if made will be within the limits as prescribed in the section 224 (1B).

AUDITORS REPORT:

Observation in the Auditors Report are dealt with in the notes to the Accounts and being self explanatory need no further clarifications..

CORPORATE GOVERNANCE REPORT:

As required under listing agreement the Corporate Governance Report along with Auditors certificate regarding compliance of conditions of corporate governance report is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under clause 49 (E) of Listing Agreement the Management Discussion & Analysis forms an integral part of the Directors Report.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as amended.

c. Technology Absorption:

The Company is using indigenous technologies in the manufacturing of process. The updation of technology is an ongoing process and Company is complying with all the statutory guidelines in this regard.

d. Foreign Exchange earnings and Outgo:

The Company has not earned any income or incurred any expenditure in foreign exchange during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT :

As required u/s 217 ( 2AA) of the companies Act ,1956 the Directors states that :

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That Directors had 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 or loss of the company for that period.

3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Directors, place on record their appreciation for the support and assistance received from all concerned during the period under review. For Board of Directors

DATE : 04/09/2013 Sd/-

PLACE : Mohali CHAIRMAN CUM MG DIRECTOR


Mar 31, 2010

The Directors are pleased to present their Annual Report for the financial year ended on 31st March 2010.

FINANCIAL RESULTS:

PARTICULARS 31st March 2010 31st March 2009 (Rs. In Lacs) (Rs. In Lacs)

Income 278.71 667.19

Profit Before Depreciation 1.46 19.48

Depreciation 11.90 13.15

Net Profit/(loss) (10.43) 6.33

Due to the adverse global and domestic market conditions the turnover of the company for the current financial year has been decreased by 49% as compare to the last years turn over and the company has incurred a loss of Rs. 10.43 lacs during the financial.

FIXED DEPOSIT

The Company has not accepted any deposit from the public with in the meaning of section 58-A of the Companies Act, 1956.

DIRECTORS:

Mr. Surinder Singh has been appointed as Chairman cum Managing Director. Mr. Devender Singh has resigned from the post of Managing Director and is continuing as Director of the company. Ms.Paramjit Kaur and Mr. Balwinder Singh, Directors of the company who retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Ms. Reeta Devi has been appointed as additional director of the company till the ensuing annual general meeting. The Board recommends for regularization of her appointment as director liable to retire by rotation. Mr. Nirmaljit Singh has resigned from the directorship. The Board place on record the efforts put by Mr. Nirmaljit Singh in upliftment of the company.

LISTING:

The company is listed with Bombay Stock Exchange Limited and Ludhiana Stock Exchange It is regular in payment of listing fees and complying with other listing requirements. The company has filed applications with Delhi Stock Exchange as shares are not being traded in this exchange and listing with this serves no purpose.

AUDITORS:

M/s N Kumar & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The company has received a letter from them that their appointment if made will be within the limits as prescribed in the section 224 (1B).

AUDITORS REPORT:

Observation in the Auditors Report are dealt with in the notes to the Accounts and are self explanatory.

CORPORATE GOVERNANCE REPORT:

As required under listing agreement the Corporate Governance Report along with Auditors certificate regarding compliance of conditions of corporate governance report is enclosed.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act ,1956 read with Companies (Particulars of Employees) Rules ,1975 as amended.

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

The company is taking every possible step to conserve energy resources. The management is also planning to install new machinery with the latest technologies. The company has not incurred any expenditure or earned any income in the foreign currency during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

As required u/s 217 (2AA) of the companies Act ,1956 the Directors states that:

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That Directors had 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 or loss of the company for that period.

3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Directors, place on record their appreciation for the support and assistance received from all concerned during the period under review.

For Board of Directors

M/S SGN TELECOMS LTD.

DATE : 05/09/2010 Sd/-

PLACE : Mohali CHAIRMAN CUM MG DIRECTOR

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