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Directors Report of Tridev Infraestates Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In lacs)

Particulars For The Year Ended

31st March 31st March 2014 2013

Sales/Operating Income 107.08 177.18

Other Income - -

Expenses:-

Purchase of Stock in trade 96.12 161.13

Changes in Inventories of Stock in Trade - -

Employee Benefit Expenses 4.93 6.87

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 4.74 8.91

Profit Before Tax 1.29 0.26

Less:

Current Year Tax 0.39 0.08

Deferred Tax - -

Profit/(Loss) after tax 0.90 0.18

BUSINESS REVIEW

The year has ended with a Net Profit of Rs. 90,018/- as against Net Profit of Rs. 18,238/- of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Barring unforeseen circumstances- we expect better performance in the current year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2013-14.

PUBLIC DEPOSIT SCHEME

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following four directors:

1. Mr. Sunil Kumar Agarwal (Managing Director)

2. Mr. Amit Agarwal (Non-Executive Director)

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director); and

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director)

5. Mrs Payal Agarwal (Non-Executive Director)

AUDITORS AND THEIR REPORT

M/s SNMG & Co., Chartered Accountants, Chartered Accountants, who served as Statutory Auditors of the company since a long time, resigned from the position w.e.f. 30th September, 2014, expressing their inability to continue as the Statutory Auditors of the Company. In their replacement, M/s DEEPAK I P AGARWAL & CO., CHARTERED ACCOUNTANTS, will be appointed as Statutory Auditors of the Company with approval of shareholders of the company by way of ordinary resolution passed in its Annual General Meeting.

The board recommends their appointment as statutory auditors of the company.

SUBSIDIARIES

As on 31st March 2014, the Company has three Wholly Owned Subsidiary namely Xenon Tradecom Limited, JBD Estates Limited and Aglow Steels Limited respectively.

Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards.

CONSOLITED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company''s auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings & outgo, as required under the Companies Act, 2013, read with the Draft Companies Rules, 2013 is given as per Annexure- B & forms part of the Directors Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In Accordance with the provisions of Section 134(5) (Corresponding to Section 217(2AA) of the Companies Act, 1956) the Board confirms & submits the Director''s Responsibility Statement:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2014.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

On behalf of the Board of Directors For TRIDEV INFRAESTATES LIMITED

Sd/- Sd/- Place : Delhi Sunil Kumar Agarwal Vinod Kumar Jain Dated : 14.08.2014 (Managing Director) (Director) DIN: 00033287 DIN: 01943778


Mar 31, 2013

To The Member of Ashutosh Paper Mills Limited.

The Directors have pleasure in presenting the 25th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars For the Year Ended 31st March 2013 31st March, 2012

Sales/Operating Income 177.18 1032.08

Other Income Expenses:-

Purchase of Stock in trade 161.13 1009.88

Changes in Inventories of Stock In Trade - -

Employee Benefit Expenses 6.87 7.58

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 8.91 9.07

Gross Profit/ (Loss) after interest but before depreciation & taxation 0.26 5.55

Less: Previous Year Tax - (2.23)

Less: Current Year Tax 0.08 1.18

Profit (Loss) after tax 0.18 6.60

BUSINESS REVIEW

The performance of the company during the year under review has been declined due to lower turnover. During the year company has achieved turnover of Rs. 177.18 Lacs and after tax profit of Rs. 0.18 Lacs against turnover of Rs. 1032.08 Lacs and profit after tax of Rs. 6.60 Lacs in the corresponding previous year.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s SNMG & Co; Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following four directors:

1. Mr. Sunil Kumar Agarwal (Chairman and Managing Director);

2. Mr. Amit Agarwal (Executive Director);

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director) and;

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director),

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 of the company for the year under review.

3. That 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.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. SNMG & Co., Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the Audit Committee has been set up to review the internal audit reports and financial statements at periodic intervals.

The Audit Committee comprises following three members having strong background in financial management-

Mr. Vinod Kumar Jain Chairman (Non-Executive Independent Director)

Mr. Sunil Kumar Agarwal Member (Executive Director)

Mr. Santosh Kumar Yadav Member (Non-Executive Director)

b. INVESTORS/SHAREHOLDERS'' GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investor''s Grievance Committee to ensure maximum security to the concern of the shareholders. The committee consists of a Non Executive Chairman and other two members of the names as follows: Mr. Amit Agarwal Chairman

Mr. Vinod Kumar Jain Member

Mr. Santosh Kumar Yadav Member

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for any part thereof.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company''s inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board

For ASHUTOSH PAPER MILLS LIMITED

Place : Delhi Sd/- Sd/-

Dated: 02/09/2013 (MANAGING DIRECTOR) (DIRECTOR)


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2010.

BUSINESS REVIEW

The year has ended with a net profit of Rs. 27896.08 as against Net Profit of Rs. 13167105.00 of last year. The Company is exploring alternative avenues for business opportunities and entered into capital markets in current year. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to expand the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year by trading and investing cautiously.

DIVIDEND

In view of accumulated losses, no dividend is being recommended.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the Listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A Certificate from the Auditors of the Company M/S SNMG & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

Listing Status: Your Company is listed on Bombay Stock Exchange, Delhi Stock Exchange, Ahmadabad Stock Exchange and Jaipur Stock Exchange. The company has started trading of its securities on Bombay Stock Exchange from 23.04.2010

BOARD OF DIRECTORS

Following directors have been appointed as Additional Independent Directors. Being eligible they offer themselves for their re-appointment as director. As they are having vast experience & knowledge of Stock Market, the board also recommends their re-appointment:-

1. Mr. Vinod Kumar Jain

2. Mr. Santosh Kumar Yadav

Following directors has resigned from board:-

1. Mr. Atul Kumar Agarwal

2. Mr. Ravish Agarwal

3. Ms. Payal Agarwal

Your board has a Non-Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following four directors:-

1. Mr. Sunil Kumar Agarwal (Managing Director);

2. Mr. Amit Agarwal (Chairman and Non- Executive Director);

3. Mr. Vinod Kumar Jain (Non-Executive Independent Director) and;

4. Mr. Santosh Kumar Yadav (Non-Executive Independent Director).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. That 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 of the company for the year under review.

3. That 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.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s SNMG & CO., Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the Directors Report.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956,

the Audit Committee has been set up to review the internal audit reports and financial statements at

periodic intervals.

The Audit Committee comprises following three members having strong background in financial

management:-

Mr. Vinod Kumar Jain Chairman (Non-Executive Independent Director)

Mr. Amit Agarwal Member (Non-Executive Director)

Mr. Santosh Kumar Yadav Member (Non Executive Independent Director)

b. INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE

In pursuance of the provisions of the Listing Agreement, the company has also set up a Shareholders/ Investors Grievance Committee to ensure maximum security to the concern of the shareholders. The committee consists of a Non Executive Chairman and other two members of the names as follows:

Mr. Amit Agarwal Chairman (Non Executive Director)

Mr. Vinod Kumar Jain Member

Mr. Santosh Kumar Yadav Member

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month for any part thereof.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Companys inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASHUTOSH PAPER MILLS LIMITED

Sd/- Sd/- (Amit Agarwal) (Sunil Kumar Agarwal) Director Managing Director

Place : New Delhi Dated : 01.09.2010


Mar 31, 2008

The Directors have pleasure in presenting the 20th Annual Report on the, business, operations and financial performance of the company during the financial year ended 31st March 2008.

BUSINESS REVIEW

The year has ended with a net profit of Rs. 19,820,460.08 as against Net Profit of Rs. 25,200,718.50 of last year. The Company is exploring alternative avenues for business! opportunities and entered into capital markets in current year. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to expand the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year by trading and investing cautiously.

DIVIDEND

In view of accumulated losses, no dividend is being recommended.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the Listing .Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/S SNMG & CO. confirming compliance Of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

Listing Status: Your Company is listed on Bombay Stock Exchange, Delhi Stock Exchange, Ahmadabad Stock Exchange and Jaipur Stock Exchange. At none of the Exchanges, any trading has been recorded.

BOARD OF DIRECTORS

Your board of directors consist of Mr. Rajendra Aggarwal (C.M.D), Mr. Sanjay Kumar, Aggarwal (Director), Ms. Sangeeta. Rani (Director), Mr. Rakesh Kumar Aggarwal (Director), Mr. Ashok Kumar (Director), Mr. Bal Kishan Sharma (Director)

. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2008 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That 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 of the company for the year under review.

3. That 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.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2008 on a going concern basis.

AUDITORS

M/s SNMG & CO. holds office of the statutory auditors of the company until the conclusion of the ensuing Annual General Meeting is eligible for reappointment.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956, the members of the Committee consist of Mr. Rajendra Aggarwal, Chairman cum Managing Director, Mr. Sanjay Kumar Aggarwal, Director and Mr. Rakesh Kumar Aggarwal, Director.

b. INVESTORS / SHAREHOLDERS GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of Mr. Rajendra Aggarwal, CMD, Mr. Sanjay Kumar Aggarwal, Director and Mr. Rakesh Kumar Aggarwal, Director.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of, remuneration exceeding Rs 24,00,000/- per annum or Rs 2.00,000/- per month for any part there of.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange; Earnings & outgo as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Companys inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASHUTOSH PAPER MILLS LIMITED

Place: Delhi (Rajendra Aggarwal) (Sanjay Kumar Aggarwal)

Dated: 20/07/2008 CMD DIRECTOR



 
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