Mar 31, 2015
Dear Shareholders,
The Directors are pleased to present the 20TH Annual Report along with
the audited financial statements of your Company for the financial year
ended on March 31, 2015.
Financial Performance:
The summarized financial highlight is depicted below:
FINANCIAL RESULTS For the Year
Ended For the Year
Ended
31.03.2015 31.03.2014
Income from operations: Rs.7364053 Rs.1818145
Other Income Rs.1508174 Rs.1500000
Depreciation : Rs.34856 Rs.72660
Profit/(Loss) before Tax : Rs.774058 Rs.2325896
Profit/(Loss) after Tax : Rs. 816929 Rs 2211858
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this report.
BUSINESS PROSPECTS:- The Directors are making very hard and sincerely
efforts to revive the business of the Company and are happy to inform
that the company will do the businesses of loans and advances,
acquisition and underwrite of shares/stock/bonds/debentures/securities
issued by government or local authority or other securities of like
marketable nature, leasing, hire-purchase, providing consultancies and
assistance of conversion of share & debenture and to act as share
transfer agent, managers to public issues, chit business, to hold,
build, contract, establish, own, sell, buy, possess, deal ,maintain and
manage, construct, let or sublet on rent, erect, allot, develop,
collaborate, patent, copyright, buy and sell on lease, exchange or
otherwise acquire, hire purchase, finance, develop all rights in
respect of free and leasehold properties, land, houses,&rest houses.
OPERATIONS AND BUSINESS PERFORMANCE:- Kindly refer to Management
Discussion & Analysis covered under Corporate Governance and forms part
of this Annual Report.
DIVIDEND :- Directors have not declared any dividend during the year
under review due to inadequate of Profit. MANAGEMENT DISCUSSION AND
ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
CORPORATE GOVENANCE :- It has always been the company's Endeavour to
excel through better Corporate Governance and fair and transparent
practices, many of which have already been in place even before they
were mandated by the law of the land. The company complies with the
revised clause 49 of the listing Agreement.
The Board of Directors of the company had also evolved and adopted a
code of conduct based on the principles of Good Corporate Governance
and best management practices being followed globally.
The Compliance Report on Corporate Governance forms part of the Annual
Report. The Practicing Company Secretary certificate on the compliance
of Corporate Governance Code embodied in clause 49 of the Listing
Agreement.
Directors and Key Managerial Personnel:- Mrs. Sangita Jain (DIN :
07045132) and Mr. Sanjeev Soni ( DIN: 07045138) were appointed as an
Additional Director of the Company w.e.f December 17, 2014 to hold
office upto the ensuing Annual General Meeting. The Company has
received notice from a member proposing their appointment as Director
of the Company. The Board welcomes them and looks forward to their
valued contribution to your Company.
In accordance with the provisions of Section 149 of the Companies Act,
2013, Mrs. Sangita Jain and Mr. Sanjeev Soni were appointed as an
Independent Director to hold office as per their tenure of appointment
mentioned in the Notice of the forthcoming Annual General Meeting of
the Company.
Pursuant to the Provisions of Section 149 of the Companies Act, 2013,
Mrs. Sunayana ( DIN:07057816) was appointed as an Additional Director
of the Company w.e.f December 30, 2014 to hold office upto the ensuing
Annual General Meeting. The Company has received notice from a member
proposing her appointment as Director of the Company. The Board
welcomes her and looks forward to her valued contribution to your
Company.
In accordance with the provisions of Section 149 of the Companies Act,
2013, Ms. Sunayana is being appointed as an Independent Director to
hold office as per her tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting of the Company.
The terms and conditions of appointment of independent directors are as
per Schedule IV of the Companies Act, 2013. Your Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as provided
in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing
Agreement and there has been no change in the circumstances which may
affect their status as independent director during the year.
Pursuant to the requirements of the Companies Act, 2013 and Articles of
Association of the Company, Mr Rajesh Chawla (DIN: 03633735) is liable
to retire by rotation and being eligible offer himself for
re-appointment. The Board recommends the appointment of Mr. Rajesh
Chawla as Director of the Company retiring by rotation.
The appointments of the Key Managerial Personnel have been made before
the commencement of the financial year under review and the same have
been formalised during the year as per the Companies Act, 2013.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, state the
following:
a. that in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied
consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at Mach 31, 2015 and of the profit of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken 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;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
Number of Board Meetings:
The Board of Directors met 9 (six) times during the year under review.
The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report which forms part of this
Report.
Independent Directors' Meeting:
The Independent Directors met on March 31, 2015, without the attendance
of Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of non-independent
directors and the Board as a whole; the performance of the Chairperson
of the Company, taking into account the views of Executive Directors
and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Board Evaluation:
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.
Committees of Board:
Details of various committees constituted by the Board of Directors as
per the provision of Clause 49 of the Listing Agreement and Companies
Act, 2013 are given in the Corporate Governance Report which forms part
of this report.
Corporate Governance and Management Discussion and Analysis Report:
A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
Listing Agreement forms part of this Annual Report along with the
required Certificate from a Practising Company Secretary regarding
compliance of the conditions of CorporateGovernance as stipulated by
Clause 49 of the Listing Agreement.
In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto. Business Responsibility Report:
The Business Responsibility Report for the year ended March 31, 2015 as
stipulated under Clause 55 of Listing Agreement is annexed which forms
part of this Annual Report. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form
MGT-9, is annexed to this Report as Annexure-A.
Related Party Transactions:
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of
business. Your Company had not entered into any transactions with
related parties which could be considered material in terms of Section
188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3) (h) of the
Companies Act, 2013 in Form AOC 2 is not applicable.
During the year under review, your Company has entered into
transactions with related parties which are material as per clause 49
of the Listing Agreement and the details of said transactions are
provided in the Notice of the Annual General Meeting. Auditors &
Auditors' Report:
M/s. A. Mohan & Co. , Chartered Accountants (Firm Registration No.:
017403N, the Statutory Auditors of the Company, will retire at the
conclusion of the ensuing Annual General Meeting (AGM) and are eligible
for re- appointment. Your Company has received letter from M/s. A.
Mohan & Co., Chartered Accountants, to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 read with rules made there under
and that they are not disqualified for such appointment. Directors
recommend the re-appointment of M/s. A. Mohan & Co., Chartered
Accountants, as Statutor Auditors of the Company to hold office from
the conclusion of this AGM and authorise the Board to fix their
remuneraton. Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. Secretarial
Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the rules made there under,your Company had appointed Mr.
Dinesh Dewan, Practising Company Secretary to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for financial year
2014-15 is annexed, which forms part of this report as Annexure-B.
There were no qualifications, reservation or adverse remarks in the
Secretarial Audit Report of the Company. Particulars of Employees:
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in separate annexure
forming part of this Report as Annexure-C.
The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, will be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on
working days of the Company. If any member is interested in obtaining a
copy thereof, such member may write to the Company Secretary in this
regard.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo: The information on conservation of energy,
technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of The Companies (Accounts) Rules, 2014, have not been furnished
considering the nature of business undertaken by the Company during the
year under report. There was no foreign exchange earning and outgo
during the financial year under review.
By Order of the Board of Directors
Sd/-
Priyanka Sharma
Place: New Delhi Company Secretary
Date : 04/09/2015
Mar 31, 2014
The Directors have pleasure in presenting their Annual General Report
along with the Audited Statements of Account of the Company for the
financial year ended 31st March 2014.
FINANCIAL RESULTS For the Year Ended
31.03.2014 31.03.2013
Income from operations: Rs.1818145 Rs.2012580
Other Income Rs.1500000 Rs.1593570
Depreciation : Rs.72618 Rs.115824
Profit/(Loss) before Tax : Rs.2325896 Rs.2694720
Profit/(Loss) after Tax : Rs 2211858 Rs 2592967
BUSINESS PROSPECTS
The Directors are making very hard and sincerely efforts to revive the
business of the Company and are happy to inform that the company will
do both the businesses of Real Estates and the Share trading and hope
to build the business in the coming years
DIRECTORS
Mrs. Raman Khera and Ms. Vimmi Sachdev who retire by rotation and inform
the board of her willingness to continue as the director of the
company. So Mr. Arun Khera proposes the name of Mrs. Raman Khera and
Mr. Rajesh Chawla proposes the name of Ms. Vimmi Sachdev as the
directors of the company.
The Board considers her appointment and recommends for appointment.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review whose particulars
are required to be given Pursuant to the Section 217 (2A) of the
Companies Act, 1956, hence information required under this section is
not given.
CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION
The particulars as required under section 217 (1)(e) of the Companies
Act, 1956 in respect of conservation of energy & technology absorption
have not been furnished considering the nature of business undertaken
by the Company during the year under report.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earning and outgo during the financial
year under review.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement is enclosed
AUDITORS
M/S A Mohan & Co., Chartered Accountants, Delhi auditors of the
Company, will retires at the conclusion of ensuing Annual General
Meeting. And being eligible offer themselves for re-appointment. The
company has received a certificate from the auditors to the effect that
their re-appointment, if made would be in accordance with section 141
of the Companies Act-2013. Since in terms of the provisions of section
139 of the Companies Act-2013, read with the companies (Audit and
Auditors) Rules, 2014, a company is permitted to appoint its statutory
auditors for consecutive 5 years, as reduced by the number of 2 years
if they are auditor of the company for the last two and more years.
The board recommends their appointment for a period of 3 years.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956
regarding Directors' Responsibility Statement, the Directors confirm
that:
a) in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation related 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 true and fair view of the state of affairs of
the company as at the end of March 31, 2014.
c) and the profits for the year ended on that date.
d) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
e) the directors have prepared the annual accounts on a going concern
basis.
Sd/- Sd/-
ARUN KHERA RAMANKHERA
(DIRECTOR) (DIRECTOR)
Din:- 00055694 Din:- 00055728
Mar 31, 2013
The Directors have pleasure in presenting their Annual General Report
Along with the Audited Statements of Account of the Company for the
financial year ended 31st March 2013.
FINANCIAL RESULTS For the Year Ended
31.03.2013 31.03.2012
Income from operations : Rs. 2012580 Rs. 1151593
Other Income : Rs 1593570 Rs. 300000
Depreciation : Rs. 115824 Rs. 142883
Profit/(Loss) before Tax : Rs. 2694720 Rs. 612626
Profit/(Loss) after Tax : Rs 2592967 Rs. 517626
BUSINESS PROSPECTS
The Directors are making very hard and sincerely efforts to revive the
business of the Company and are happy to inform that the company will
do both the businesses of Real Estates and the Share trading and hope
to build the business in the coming years
DIRECTORS
Mr.Rajesh Chawla and Mrs. Monika Jain who retire by rotation and inform
the board of her willingness to continue as the director of the
company. So Mr. Arun Khera proposes the name of Mr. Rajesh Chawla and
Ms. Vimmi Sachdev proposes the name of Mrs. Monika Jain as the directors
of the company.
The Board considers her appointment and recommends for appointment.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review whose particulars
are required to be given Pursuant to the Section 217 (2A) of the
Companies Act, 1956, hence information required under this section is
not given.
CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION
The particulars as required under section 217 (1)(e) of the Companies
Act, 1956 in respect of conservation of energy & technology absorption
have not been furnished considering the nature of business undertaken
by the Company during the year under report.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earning and outgo during the financial
year under review.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement is enclosed
AUDITORS
M/s. A. Mohan & Company, Auditors of the Company vacate office at the
conclusion of the forthcoming Annual General Meeting. They have
confirmed their eligibility and willingness for reappointment. The
Directors commend their reappointment by the Members at the forthcoming
AGM.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956
regarding Directors' Responsibility Statement, the Directors confirm
that:
a) in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation related 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 true and fair view of the state of affairs of
the company as at the end of March 31, 2013.
c) and the profits for the year ended on that date.
d) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
e) the directors have prepared the annual accounts on a going concern
basis.
Sd/- Sd/-
ARUN KHERA RAMANKHERA
(DIRECTOR) (DIRECTOR)
Mar 31, 2012
The Directors have pleasure in presenting their Annual General Report
Along with the Audited Statements of Account of the Company for the
financial year ended 31st March 2012.
FINANCIAL RESULTS For the Year Ended
31.03.2012 31.03.2011
Income from operations : Rs. 1151593 Rs. 369598
Other Income : Rs. 300000 Rs. 1520696
Depreciation : Rs. 142883 Rs. 157372
Profit/(Loss) before Tax : Rs. 612626 Rs. 601283
Profit/(Loss) after Tax : Rs. 517626 Rs. 490283
BUSINESS PROSPECTS
The Directors are making very hard and sincerely efforts to revive the
business of the Company and are happy to inform that the company will
do both the businesses of Real Estates and the Share trading and hope
to build the business in the coming years
DIRECTORS
Mrs. Raman Khera who retires by rotation and inform the board of her
willingness to continue as the director of the company. So Mr. Rajesh
Chawla proposes the name of Smt. Raman Khera as the director of the
company.
The Board considers her appointment and recommends for appointment.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review whose particulars
are required to be given Pursuant to the Section 217 (2A) of the
Companies Act, 1956, hence information required under this section is
not given.
CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION
The particulars as required under section 217 (1)(e) of the Companies
Act, 1956 in respect of conservation of energy & technology absorption
have not been furnished considering the nature of business undertaken
by the Company during the year under report.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the financial
year under review.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement is enclosed
AUDITORS
M/s. A. Mohan & Company, Auditors of the Company vacate office at the
conclusion of the forthcoming Annual General Meeting. They have
confirmed their eligibility and willingness for reappointment. The
Directors commend their reappointment by the Members at the forthcoming
AGM.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956
regarding Directors' Responsibility Statement, the Directors confirm
that:
a) in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation related 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 true and fair view of the state of affairs of
the company as at the end of March 31, 2012
c) and the profits for the year ended on that date.
d) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
e) the directors have prepared the annual accounts on a going concern
basis.
Sd/- Sd/-
ARUN KHERA RAMAN KHERA
(DIRECTOR) (DIRECTOR)
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