Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 22nd Annual Report
together with audited statement of accounts for the year ended 31st
March, 2014.
FINANCIAL HIGHLIGHTS : (Amount in Rs.)
Particulars 31-03-2014 31-03-2013
Total Income 4157938 3503929
Depreciation 254648 254515
Profit (Loss) Before Tax (466155) (621261)
Provision for Tax -- --
Profit (Loss) after Tax (466155) (621261)
OPERATIONS AND FUTURE PLANS :
The operations for the year under review shows a loss of Rs. 466155
During the year under review, the manufacturing sales have not been
much improved. This is mainly attributed to overall economic slowdown
in the Country.
Your directors are hopeful of achieving a steady growth in sales and
job work activity and resultant net margin in the years to follow.
DIVIDEND :
In view of the accumulated losses, management does not propose any
dividend for the year 2013- 2014
PREFERENTIAL ALLOTMENT OF EQUITY SHARES
The Company has allotted 800000 Equity Shares at a price of Rs 10/- per
share by way of preferential allotment to Promoters and Others in
accordance with the preferential issue guidelines contained in SEBI
(ICDR) Regulations, 2009.
DIRECTORS :
Shri G.C. Agarwala retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Shri Hashmukhbhai Patel and Shri Heeralal Barot has joined the Board
with effect from 28th July, 2014 as Additional Directors of the
Company. Pursuant to the provisions of Section 161 of the Companies
Act, 2013, Shri Hashmukhbhai Patel and Shri Heeralal Barot will hold
the office up to the date of ensuing AGM. The Company has received
notice in writing under the provisions of Section 160 of the Companies
Act, 2013, from members proposing the candidature of Shri Hashmukhbhai
Patel and Shri Heeralal Barot for their appointment as Independent
Directors.
The Board recommends re-appointments / appointments of all the above
Directors.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet with criteria of Independence
as prescribed under sub-section (6) of section 149 of the Companies
Act, 2013 and under clause 49 of the Listing Agreements with the Stock
Exchange.
None of the Directors of your Company is disqualified under Section 162
(2) of the Companies Act, 2013. As required by law, this position is
also reflected in the Auditors'' Report.
Shri Anil Gupta, the Independent Director of the Company has resigned
from the Board with effect from 14th July, 2014 and Shri Madhududan
Agarwal has resigned as Independent Director of the Company with effect
from 16th July, 2014.
The Board accepted their resignations and place on record their
appreciation for the valuable guidance and advice provided by Shri Anil
Gupta and Shri Madhusudan Agarwal during their tenure as Directors of
the Company.
DIRECTOR''S RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956 and, based
upon representations from the management, the Board, to the best of its
knowledge and belief, confirms that :
a) that in the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanations
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgements 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 loss of the
Company for the period;
c) that the Directors had 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 ;
d) that the Directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS :
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Anneture "A" and "B" respectively.
A Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS :
The securities of your company are listed at Bombay Stock Exchange Ltd.
The Annual Listing Fee for the year 2014-2015 has beeen paid to the
Bombay Stock Exchange Ltd.
BUY-BACK OF SHARES :
There was no buy-back of shares during the year under review.
PARTICULARS OF THE EMPLOYEES :
None of the employees employed during the year was in receipt of
remuneration in excess of the prescribed limit specified in section 217
(2A) of the Companies Act, 1956. Hence, furnishing of particulars under
the Companies (Particulars of Employees) 1975 does not arise.
AUDITORS :
M/s BHAVAN PATEL & COMPANY, (Firm Registration No. 101362W) Chartered
Accountants, Auditors of the Company retire at the ensuing Annual
General Meeting. They have expressed their willingness for
reappointment.
STATUTORY COMPLIANCE :
The Company has Complied with the various provisions of the Companies
Act, 1956, the SEBI regulations and provisions of the Listing
Agreement.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
During the year under review, there were no activities, which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy, technology
absorption (Disclosure of Particulars in the report of Board of
Directors) Rules are irrelevant/not applicable to the Company during
the year under review, the same are not reported.
FOREIGN EXCHANGE EARNING AND OUTGO :
1. Earnings in Foreign Exchange NIL
2. Expenditure in Foreign Currency NIL
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company''s business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to unsure that the plans are successfully
implemented.
place : Vadodara By order of the Board,
Date : 12-08-2014 For Towa Sokki Limited
Sd/-
O. J. Bansal
Chairman & Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 21st Annual Report
together with audited statement of accounts for the year ended 31st
March, 2013.
WORKING RESULTS : (Amount in Rs.)
"Particulars 31-03-2013 31-03-2012
Total Income 3503929 19028005
Depreciation 254515 256602
Profit (Loss) Before Tax (621261) 202116
Provision for Tax
Profit (Loss) after Tax (621261) 202116
OPERATIONS AND FUTURE PLANS :
The operations for the year under review shows a loss of Rs. 621261
The Directors feel that having addressed the issue of clearing the
debts, it is an appropriate time to start planning for the future. It
is the sincere intention of the Directors to bring value to the
Shareholders but the current economic environment being what it is we
will have to choose our path with care and caution.
Your Directors are also looking and examining other business options
including acquisition of running businesses as well as other good and
viable opportunities where some value and synergies can be perceived.
It is our Objective that we commence more activities in 2013-2014 and
consolidate in 2014-2015 onwards.
DIVIDEND:
In view of the accumulated losses, management does not propose any
dividend for the year 2012- 2013
DIRECTORS :
Smt. S. O. Bansal and Shri Anil Gupta retire at the ensuing Annual
General Meeting, and being eligible offers themselves for
re-appointment.
DIRECTOR''S RESPONSIBILITY STATEMENT :
Your Directors State:
a) that in the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanations
relating to material departures;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgements 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 loss of the
Company for the period;
c) that the Directors had 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;
d) that the Directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS :
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
DAMAGE OF RECORDS :
Because of heavy rain and due to water logging, some of the important
records like old share transfer forms, old account books and other old
administrative records have been damaged. However, no major material
losses have been incurred because of the rain.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Anneture "A" and "B" respectively. A
Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at Bombay Stock Exchange Ltd.
The Annual Listing Fee for the year 2013-14 has beeen paid to the
Bombay Stock Exchange Ltd.
BUY-BACK OF SHARES :
There was no buy-back of shares during the year under review.
PARTICULARS OF THE EMPLOYEES :
None of the employees employed during the year was in receipt of
remuneration in excess of the prescribed limit specified in section 217
(2A) of the Companies Act, 1956. Hence, furnishing of particulars under
the Companies (Particulars of Employees) 1975 does not arise.
AUDITORS :
M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of
the Company retire at the ensuing Annual General Meeting. They have
expressed their willingness for reappointment.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
During the year under review, there were no activities, which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy, technology
absorption (Disclosure of Particulars in the report of Board of
Directors) Rules are irrelevant/not applicable to the Company during
the year under review, the same are not reported.
FOREIGN EXCHANGE EARNING AND OUTGO :
1. Earnings in Foreign Exchange NIL
2. Expenditure in Foreign Currency NIL
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company''s business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to unsure that the plans are successfully
implemented.
Place : Vadodara By order of the Board
Date : 26-08-2013 For Towa Sokki Limited
Sd/-
O. J. Bansal
Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 19th Annual Report
together with audited statement of accounts for the year ended 31st
March, 2011.
WORKING RESULTS: (Amount in Rs.)
Particulars 31-03-2011 31-03-2010
Total Income 14865584 1735703
Depreciation 260482 239931
Profit (Loss) Before Tax 579378 37064
Provision for Tax -- --
Profit (Loss) after Tax 579378 37064
OPERATIONS AND FUTURE PLANS:
The operations for the year under review shows a profit of Rs. 579378
For the past few years the company was in the process of gradually
liquidating all debts with Bank. Your Directors are glad to report that
the Company has closed all Bank loan. The Directors feel that having
addressed the issue of clearing the debts, it is an appropriate time to
start planning for the future. It is the sincere intention of the
Directors to bring value to the Shareholders but the current economic
environment being what it is we will have to choose our path with care
and caution.
Your Directors are also looking and examining other business options
including acquisition of running businesses as well as other good and
viable opportunities where some value and synergies can be perceived.
It is our Objective that we commence more activities in 2011-2012 and
consolidate in 2012-2013. We would like to see that the Company is
en route to generate a healthy top line and bottom line from 2013-2014
onwards.
DIVIDEND:
The Company has generated profits but in view of the accumulated
losses, management does not propose any dividend for the year 2010-2011
DIRECTORS:
Smt. S.O. Bansal and Shri Anil Gupta retire at the ensuing Annual
General Meeting, and being eligible offers themselves for
re-appointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Your Directors State :
a) that in the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanations
relating to material departures;
b) that the 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 of
the Company for the period;
c) that the Directors had 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 ;
d) that the Directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Annexure "A" and "B" respectively. A
Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at Bombay, Vadodara,
Ahmedabad, Jaipur and Madras Stock Exchanges. Annual Listing Fee for
the year 2011-12 has beeen paid to the exchanges.
BUY-BACKOFSHARES:
There was no buy-back of shares during the year under review.
PARTICULARS OF THE EMPLOYEES:
None of the employees employed during the year was in receipt of
remuneration in excess of the prescribed limit specified in section 217
(2A) of the Companies Act, 1956. Hence, furnishing of particulars under
the Companies (Particulars of Employees) 1975 does not arise.
AUDITORS
M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of
the Company retire at the ensuing Annual General Meeting. They have
expressed their willingness for reappointment.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
During the year under review, there were no activities, which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy, technology
absorption (Disclosure of Particulars in the report of Board of
Directors) Rules are irrelevant/not applicable to the Company during
the year under review, the same are not reported.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to unsure that the plans are successfully
implemented.
Place : Vadodara
Date : 23-08-2011 For TOWASOKKI LIMITED
O. J. Bansal
Managing Director
Mar 31, 2010
Dear Shareholders,
The Directors have pleasure in presenting the 18th Annual Report
together with audited statement of accounts for the year ended
31st March, 2010.
WORKING RESULTS : (Amount in Rs.)
Particulars 31-03-2010 31-03-2009
Total Income 1735703 1987392
Depreciation 239931 191293
Profit (Loss) Before Tax 37064 (1600246)
Provision for Tax (FBT) - 20060
Profit (Loss) after Tax 37064 (1620306)
OPERATIONS AND FUTURE PLANS :
The operations for the year under review shows a profit of Rs. 37064
For the past three years the company was in the process of gradually
liquidating all debts with Bank. Your Directors are glad to report that
the Company has closed all Bank loan. The Directors feel that having
addressed the issue of clearing the debts, it is an appropriate time to
start planning for the future. It is the sincere intention of the
Directors to bring value to the Shareholders but the current economic
environment being what it is we will have to choose our path with care
and caution.
Your Directors are also looking and examining other business options
including acquisition of running businesses as well as other good and
viable opportunities where some value and synergies can he perceived.
It is our Objective that we commence more activities in 2010-11 and
consolidate in 2011-12. We would like to see that the Company is
enroute to generate a healthy top line and bottom line from 2012-13
onwards.
DIVIDEND :
The Company has generated profits but in view of the accumulated
losses, management does not propose any dividend for the year 2009-10.
DIRECTORS :
Shri G. C. Agarwala and Shri M.S. Agarwal retire at the ensuing Annual
General Meeting, and being eligible offers themselves for
re-appointment. Shri Anil Gupta was appointed as additional director of
the Company on 20-8-2010 and hold office till the date of Annual
General Meeting. Notice is received for his re-appointment at the
Annual General Meeting. Shri RS. Patel resigned from the Board with
effect from 20-8-2010.
DIRECTOR'S RESPONSIBILITY STATEMENT :
Your Directors State :
a) that in the preparation of the annual accounts, the applicable
accounting standard had been followed along with proper explanations
relating to material departures;
b) that the Directors had selected such accounting policies and applied
the mconsistently and made judgements 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 of
the Company for the period;
c) that the Directors had 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 ;
d) that the Directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Anneture "A" and "B" respectively. A
Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS :
The securities of your company are listed at Bombay, Vadodara,
Ahmedabad, Jaipur and Madras Exchanges. Trading in company's securities
remain suspended at Stock Exchanges for various reason* including non
submission of documents and all possible steps are being taken by the
management to get shares traded at the floor of the Exchange.
BUY-BACK OF SHARES :
There was no buy-back of shares during the year under review.
PARTICULARS OF THE EMPLOYEES :
None of the employees employed during the year was in receipt of
remuneration in excess of the prescribed limit specified in section 217
(2A) of the Companies Act, 1956. Hence, furnishing of particuars under
the Companies (Particulars of Employees) 1975 does not arise.
AUDITORS
M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of
the Company retire at the ensuing Annual General Meeting. They have
expressed their willingness for reappointment.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
During the year under review, there were no activities, which required
heavy consumption of energy. ... However adequate measures have been
taken to make sure that there is no wastage of energy. Since the
requisite information with regard to the conservation of energy,
technology absorption (Disclosure of Particulars in the report of Board
of Directors) Rules are irrelevant/not applicable to the Company during
'the year under review, the same are not reported.
FOREIGN EXCHANGE EARNING AND OUTGO :
1. Earnings in Foreign Exchange NIL
2. Expenditure in Foreign Currency
Imports of Raw Materials, Spares and Components Rs. 174226
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for
the co-operation anc support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward tc your continued support and reiterate
that we are determined to unsure ihat the plans are successfully
implemented.
For TOWA SOKKI LIMITED
O. J. Bansal
Managing Director
Place: Vadodara
Date : 20-08-2010