Mar 31, 2015
Dear Shareholders,
The Directors here by present the 21st Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs. 222669.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended any dividend
for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is
Rs.113433000/- divided into 11343300 equity shares of Rs 10/- each.
There has been no change in the share capital of the Company during the
year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013, Mr.
RAMANLAL TRIVEDI (DIN: 01658705) retire by rotation at the ensuing AGM
and being eligible offers himself for reappointment.
Mr. ISHWARBHAI SOLANKI and Mr. KUMUDCHANDRA NAVSARIWALA appointed as
additional director as on 01.06.2015 and holds office up to the date of
this Annual General Meeting and is hereby appointed as an Independent
Director of the Company to hold office for five consecutive years for a
term up to September 26, 2020.
Mr. NIMISH SHAH, Mr. NIRAV PANCHAL and Mr. SHIRISH VYAS were resigned
as a Director of the Company with effect from 26.01.2015, 01.06.2015
and 01.06.2015 respectively.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year six Board Meetings and four Audit
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with
the provisions of Section 177 of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committee as 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and details thereof have been furnished in the
Corporate Governance Report forming a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/S. BIPIN & CO., CHARTERED ACCOUNTANTS, VADODARA (FRN 101509W), in
respect of whom the company has received a Special Notice under section
140(4) of the Act, proposing their appointment in the place of retiring
auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN
018846N) and hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The observations
made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are self- explanatory and
do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND
EXPLANATIONS BY THE BOARD:
Sr. No. Qualifications made by Secretarial Explanations by the Board
Auditor
a) Acknowledgement for sending the notices The notice and agenda for
the Board and committee of the Meeting of the Board and meeting are
sent by the email or hand delivery. The Committees are not maintained
by the company will ensure to maintain to the company.
acknowledgements for sending the notice of the meeting of the board and
the committee.
b) Updating of website with regard to The company will take necessary
steps to update various policies is pending website with regard to
various policies which are pending.
c) The company has not complied with The company will take necessary
steps to comply with certain clauses of Listing Agreement as the same.
regards publication of Notice of Board Meeting, Notice of AGM,
quarterly results.
d) As per the provisions of Section 149(1) of The Company is in process
for appointing of Women the Companies Act, 2013 and revised Director
and once suitable and if any willing candidate clause 49 of the listing
agreement, the agrees to join the Company.
Company is required to have at least one Women Director on its Board.
The Company has not appointed Women Director.
e) As per section 138 of the Companies Act, The size of operation of
the Company is very small, it is 2013, the Company is required to
appoint not viable to appoint Internal Auditor but the Internal
Auditor. The Company has not Company has established the internal
control system. appointed Internal Auditor.
f) As per section 203(1)(i),(ii) & (iii), the Since the Company does
not have any significant Company is required to appoint Company
business activities, hence the Volume and Scope of Secretary & Chief
Financial Officer. The work for the Company Secretary and Chief
Financial Company has not appointed Company Officer are less and it is
not a full time work and the Secretary & Chief Financial Officer. job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
g) The company has not maintained the company will take necessary
steps to maintain the attendance register for Board and attendance
register for board and committee meeting meetings.
h) Statutory Registrar as per companies Act The company will take
necessary steps to update 2013 is yet to be updated. Statutory
Register as per companies Act 2013.
i) Certain event based E Forms have not The company will ensure to file
all relevant documents been filed by the company in time which in time
with ROC and other authorities as when were required to be filed with
ROC during required. the audit period.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith
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.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) the Directors 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;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SYNERGY COSMETICS (EXIM) LIMITED
PLACE: AHMEDABAD
DATE: 28.08.2015
Sd/-
(RAMANLAL TRIVEDI)
CHAIRMAN
Mar 31, 2014
Dear Members,
The Directors here by present the 20th Annual Report on business and
operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2014.
FINANCIAL PERFORMANCE:
Key aspects of Company'' financial performance for the year 2013-14 is
tabulated below:
[Amount in Rupees]
Particular 2013-14 2012-13
Sales 105000 212800
Purchase 734665 3699886
Total Income (629665) (3912686)
Total Expenditure (629665) (3912686)
Profit/(Loss) Before Extraordinary
items and Taxation (629665) (3912686)
Extraordinary items Nil Nil
Profit/(Loss) before Tax (PBT) (629665) (3912686)
Less: current Tax Nil Nil
Net Profit/(Loss) after Tax
for the year (629665) (3912686)
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company unable to
generate targeted revenue from the operation but due to some fixed cost
company posted Net Loss of Rs. 629665.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Ramanlal TrivedI Director of the Company is retires by rotation at
the ensuing Annual General Meeting and being eligible, offer himself
for reappointment. Mr. Nimish Shah was appointed as an Additional
Director of the Company on 31.12.2013 be and hereby appointed as
director of the Company and whose office liable to retire by rotation.
Mr. SHIRISH VYAS and Mr. NIRAV VINUBHAI PANCHAL were appointed on
31.12.2013 and 13.01.2014 as an Additional Director of the Company and
appointed as an Independent Director of the Company for a period of
five years from the conclusion 20th AGM to the conclusion of 25th AGM.
Mr. Viral Kapadia was appointed as Additional Director as on 20.06.2013
and resigned from the board as on 01.08.2013.
Mr. AMITKUMAR RANA, Mr. KRUNAL RANA were resigned as a Director of the
Company with effect from 13.12.2013 and 13.01.2014.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
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.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors'' Certificate on its compliance is
annexed separately to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company in not engage in
manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SYNERGY COSMETICS (EXIM) LIMITED
PLACE: AHMEDABAD
DATE: 26.08.2014
(RAMANLAL TRIVEDI)
DIRECTOR
Mar 31, 2013
Dear Shareholders,
The Directors here by present the Nineteenth Annual Report on business
and operations of the Company together with the Audited statements of
Accounts for the financial year ended on 31st March 2013.
FINANCIAL PERFORMANCE:
Key aspects of Company'' financial performance for the year 2012-13 is
tabulated below:
[Amount in Rupees]
Particular 2012-13 2011-12
Sales 16407147 5958725876
Purchase 16619947 5958764833
Total Income (212800) 455271
Total Expenditure 3699886 493924
Profit/(Loss) Before Extraordinary
items and Taxation (3912686) (38654)
Extraordinary items Nil Nil
Profit/(Loss) before Tax (PBT) (3912686) (38654)
Less: current Tax Nil Nil
Net Profit/(Loss) after Tax for the
year (3912686) (38654)
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company unable to
generate targeted revenue from the operation but due to some fixed cost
company posted Net Loss of Rs. 3912686.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr AMITKUMAR RAMESHCHANDRA RANA Director of the Company is retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
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.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors'' Certificate on its compliance is
annexed separately to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company in not engage in
manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SYNERGY COSMETICS (EXIM) LIMITED
PLACE: AHMEDABAD
DATE: 31.08.2013 Sd/-
(RAMANLAL NAGJIBHAI TRIVEDI)
CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS: ( Amt. In Rs.)
PARTICULARS 2009-2010 2008-2009
Sales 137500 9072226
Other Income 552 1130928
138052 10203154
TOTAL
Cost of Material Sold 137500 7980441
Admin.,Selling & Distribution Exp. 132640 1807374
Other Exp. 0 40700
Depreciation 47644 56532
TOTAL 317784 9885047
Profit/(Loss) Before Tax (179732) 318107
Less: Provision for Income Tax Nil Nil
Profit/(Loss) for the year after Taxation (179732) 318107
Balance of Profit Brought Forward (4636380) (4954487)
Transfer to B/S (4836212) (4636380)
OPERATIONS:
During the year under review total income earned was Rs.138052 against
expenditure of Rs. 317784 resulting into Net profit (Loss) of Rs.
(179732) compared to Net Profit of Rs 318107 in previous year. But your
directors foresee the bright future of the Company.
DIVIDEND
In order to conserve resources, the Board of Directors has thought it
prudent not to recommend payment of dividend for the year under review.
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration in accordance with the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employee) Rules, 1975 as amended.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:
The company has no liability on account of unpaid/unclaimed dividend
which may be required to be transferred and credited to the Investor
Education and Protection Fund as per requirements of section 205C of
the companies act,1956. The company has also no outstanding
unpaid/unclaimed interest liability on Deposits or Debentures or no
outstanding unpaid/unclaimed principal amount of any Deposit &
Debentures or application money.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING
AGREEMENT)
Your directors have complied with the listing agreement as constituted
under the Listing agreement. The details corporate Governance report is
given in Annexure: A
LISTING AGREEMENT:
The securities of the company are listed with the Bombay Stock Exchange
Limited (BSE), Mumbai. The company has paid the annual listing fees for
the year 2009-2010.
DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:
The Company has signed Tripartite Agreement with NSDL & CDSL for
dematerialization of its Equity shares. The Equity shares are now
available for dematerialization the ISIN allotted to shares of the
company is INE198D01018. Shareholders are requested to take benefit of
dematerialization.
DEPOSITS :( SECTION 58A)
During the year under review your company has neither invited nor
accepted any public deposits or deposits from the private parties as
defined under section 58A of the companies act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)):
Pursuant to the provisions contained in section 217(2AA) of the
companies act,1956 the Directors of your company confirm :
1) The applicable accounting standards have been followed along with
proper explanation relating to material departures.
2) Such accounting policies have been selected and applied consistently
and reasonable and prudent judgments and estimates made, 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 the loss of the company for that period.
3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with provisions of this act
for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.
4) The annual accounts have been prepared on a going concern basis.
APPOINTMENT OF AUDITORS:
M/s. Arvind A. Thakkar, Chartered Accountants, Ahmedabad, are proposed
to be re-appoint as auditor of the company for the financial year
2010-2011. The auditors of the Company retire at the forthcoming Annual
General Meeting. The board will fix the remuneration of newly appointed
auditors of the company.
The necessary certificate under section 224(1B) of the Companies Act,
1956 has been received from the auditor.
The Statutory Auditors of the Company have submitted auditors report on
the accounts of the Company for the accounting year ended 31st March,
2010 which is self-explanatory and needs no comments.
DIRECTORS
Mr. Navneet Singh appointed as additional Director will retire at the
ensuing Annual General Meeting. Company has received notice under
section 257 for appointment of Mr. Navneet Singh as director of the
company retiring by rotation.
Mr. Jivan Pardeshi, director, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
AUDITORS OBSERVATION:
The statutory Auditors of the company have not made any adverse
observation in their report. Notes to the Accounts are self explanatory
in nature.
EMPLOYEES (SECTION 217(2A)):
There is no employees of the company who were in receipt of the
remuneration of Rs.24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of Rs.2,00,000/- in the
aggregate if employed for a part of the year. Hence, the information
required under section 217(2A) of the companies act,1956 being not
applicable are not given in this report.
FORMATION OF THE AUDIT COMMITTEE (SECTION 292A):
The company has already formed an Audit committees comprising
independent Non-Executive Directors as per requirements of Section 292A
and clause 49 of the listing Agreement. The terms of reference and
powers, authorities, responsibilities assigned to the committees are
framed as per the guideline of clause 49 of the Listing Agreements. A
detailed system of working of the committee is given in report on
Corporate Governance forming part of this report.
DISCLOSURE OF PARTICULARS WITH RESPECT:
A) CONSERVATION OF ENERGY,RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION,ADOPTION INNOVATION:
The Disclosure of particulars with respect to conversation of energy
pursuant to the provision of section 217(1)(e) of the Companies
act,1956 read with the companies(Disclosure of particulars in the
report of Board of Directors) rules 1988, are not applicable to the
company. However, the company makes its best efforts for conservation
of energy. The company has not carried out any specific research and
development activities. The company has not imported or absorbed any
new technology during the year under review.
B) FOREIGN EXCHANGE EARNINGS AND OUTGO :
The information regarding Foreign Exchange Earnings and out go is as
follows :
a) Earnings in Foreign Exchange : Nil
b) Outgo in Foreign Exchange : Nil
ACKNOWLEDGEMENT:
The management is grateful to the Government Authorities, Bankers,
Vendors, Employees, for their continued assistance and co-operation.
The Directors also wish to place on record the confidence of members in
the company.
For & on behalf of the Board of Directors
Place: Ahmedabad
Date: 03.09.2010
Sd/-
Director
Mar 31, 2009
The Directors present their 15th Annual Report and Audited Statement
of Accounts for the year ended 31st March 2009.
FINANCIAL RESULTS:
(Rs.)
Particulars 31/03/2009 31/03/2008
Sales 9072226 1063950
Other Income 1130928 1070817
TOTAL 10203154 2134767
Cost Of Material sold 7980441 869474
Admin,SeUing & Distribution Exp. 1807374 840237
Other Exp. 40700 62824
Depreciation 56532 63215
TOTAL 9885047 1835750
Profit Before Tax 318107 299017
Provision for Tax NIL NIL
Profit After Tax 318107 299017
ADD: BALANCE B/F (4954487) (5253504)
BALANCE C/FTPB/S (4636380) (4954487)
BUSINESS OPERATIONS
The net profit of the Company during the year was Rs.3.18 lacs on total
turn over of Rs.90.72 Lacs. During the year under reference the
turnover is further expected to grow. The net profit is increased from
previous year by Rs.19090/-.
DIVIDEND
In view of accumulated losses incurred during the year your Directors
are unable to recommend any payment of Dividend.
TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:
The Company has no liability on account of unpaid/ unclaimed dividend
which may be required to be transferred and credited to the Investors
Education and Protection Fund as per requirements of Section 205C of
the Companies Act. The Company has also no outstanding unpaid/
unclaimed Interest liability on Deposits or Debentures or no
outstanding unpaid/
unclaimed principal amount of any Deposits or Debentures or share
application money.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
(CLAUSE 49 OF THE LISTING AGREEMENT)
Your directors have in compliance with the listing agreement and the
companies (Amendment) Act-2000 formed the Corporate Governance
Committee within the Organization. The details Corporate Governance
Report is given in Annexure: A.
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.
SMDRP / CIR-14 / 98 DATED APRIL 29Ã, 1998
The Companys shares are at present listed Bombay Stock Exchanges. The
Company has paid the Annual listing feels for the years 2009-2010 of
Bombay Stock Exchange. The shares of the company are freely tradable on
Bombay stock Exchange.
DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:
The company has already signed Tripartite Agreement with NSDL & CDSL
for Dematerializing of its Equity Shares. The Equity shares are now
available for Dematerialization the ISIN allotted to shares of the
company is INE198D01018. Shareholders are requested to take benefits of
Dematerializations.
DEPOSITS: (SECTION 58A)
During the year under review your company has neither invited nor
accepted any public deposit or deposits from the private parties as
defined under section 58A of the Companies Act-1956.
DIRECTORS
During the year Shri Bhavin Patel, Mr. Ashok Jardosh, Mr. Kalpesh
Patel, Mr. Vasudev Patel and Ms. Jyotika Patel had resigned as
Directors of the Company. The Resignations were approved by the Board
of Directors of the Company. Mr. Ramanlal Trivedi and Mr. Jivanlal
Pardeshi were appointed as Additional Directors of the Company w.e.f.
30.04.2009, who holds office upto the date of Annual General Meeting.
However, Notices under section 257 of the companies act, 1956 has been
received from a member signifying the intention to propose Mr. Ramanlal
Trivedi and Mr. Jivanlal Pardeshi as a directors of the company.
Your directors recommend the resolution for approval of the members.
During the year, Shri Jagdishbhai Patel shall retire by rotation as per
provisions of section 255 of the Act. However, being eligible for
reappointment, a resolution confirming his reappointment is required to
be passed at the ensuing annual general meeting. Your directors
recommend passing all these resolutions.
DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)
Pursuant to the provision contained in section 217(2AA) of the
Companies Act 1956 the Directors of your Company Confirm:
(A) That in the preparation of the annual account, the applicable
accounting standards have been followed and no material departures have
been made from the same, except the accounting standards as are not
applicable to the company and as mentioned by the statutory auditors in
their report as not complied by the company.
(B) That they have selected such accounting policies and applied them
consistently and made judgments and estimated that are reasonable and
prudent so as to give a true and fair view of the state of affair of
the company for that period:
(C) That they 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 for preventing and
detecting fraud and other irregularities:
(D) That they have prepared the annual account on a going concern
basis.
STATUTORY AUDITOR:
M/s. C. V. Chokshi & Co., Chartered Accountants the previous year
retiring Auditors have expressed their unwillingness to continue as the
Statutory Auditors of the Company for the next financial year due to
their other pre occupations. Hence, the Board of Directors has
consulted Arvind Thakkar & Co., Chartered Accountants, to act as the
Statutory Auditors for the next financial year i.e. for the year
2009-10. They have given their letter of consent and confirmation under
section 224(1B) of the Companies Act 1956 for reappointment as
Statutory Auditors of the Company. Necessary Resolution making their
appointment as the Statutory Auditors and fixing their resolution is
proposed to be passed at the Annual General Meeting.
AUDITORS OBSERVATION:
The statutory Auditors of the company have not made any adverse
observation in their report. Notes to the Accounts are self explanatory
in nature.
EMPLOYEES: (SECTION 217 (2A))
There is no employee of the company who were in receipt of the
remuneration of Rs. 24,00,000/- in the aggregate if employed for the
year and in receipt of the monthly remuneration of RS. 2,00,000/- in
the aggregate if employed for a part of the year. Hence the information
required under section 217 (2A) of the companies Act, 1956 being not
applicable are not given in this report
FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)
The company has already formed an Audit committee comprising
independent Non Executive Directors as per requirement of section 292A
and clause 49 of the listing Agreement The terms of reference and
powers, authorities, responsibilities assigned to the Committee are
framed as per the guidelines of clause 49 of the Listing Agreement. A
detailed system of working of the committee is given in report on
Corporate Governance forming part of this report
DISCLOSURE OF PARTICULARS WITH RESPECT:
A) CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY
ABSORPTION, ADOPTION INNOVATION:
The Disclosure of particulars with respect to conservation of energy
pursuant to the provisions of Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, are not applicable to the Company.
However, the Company makes its best efforts for conservation of energy.
The Company has not carried out any specific research and development
activities.
The Company has not imported or absorbed any new Technology during the
year under review.
B) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information regarding Foreign Exchange Earnings and out go is as
follows:
a) Earnings in Foreign Exchange Nil
B) Outgo in Foreign Exchange Nil
CAPITAL STRUCTURE OF THE COMPANY:
The Company has taken the shareholders permission to issue and allot
2,40,00,000 (Two Crores Forty Lacs ) convertible warrants to be
converted into equal number of equity shares of Re. 10/- (Rupees Ten
Only) each at par within 18 months from the date of allotment at a
price of Re. 10/-(Rupees Ten Only) per equity share on preferential
allotment basis to the investors in the Extra Ordinary General Meeting
dated 27th Jun, 2009 during the year. The Company also raise funds upto
Rs. 20,00,00,000 on QIP Basis. In-principle approval for issue and
allotment of Convertible Warrants is still pending from BSE. After
getting In-principle approval from BSE company will allot convertible
Warrants.
APPRECIATION:
Your directors take this opportunity to acknowledge the trust reposed
in your Company by its Shareholders, Bankers and Clients. Your
Directors also keenly appreciate the dedication & Committee of all our
employees, without which the continuing progress of the Company would
not have been possible.
DATE: 29/08/2009 BY ORDER OF THE BOARD OF DIRECTORS
PLACE: AHMEDABAD OF JYOTI COSMETICS (EXIM) LIMITED.
MANAGING DIRECTOR