Mar 31, 2014
Dear Shareholders,
The Directors hereby present the Twentieth Annual Report together with
the Audited Accounts of the Company for the year ended March 31, 2014.
FINANCIAL HIGHLIGHTS
(Rs. in Lakh)
Particulars 31/03/2014 31/03/2013
Gross Income 5.76 5.16
Expenditure 9.42 4.89
Profit/Loss before interest & depreciation
& before extra ordinary items (3.66) 0.27
Less: Depreciation - -
Net Profit before Tax (3.67) 0.27
Less: Provision for Tax - 0.05
Less: Provision for FBT - -
Less: Minimum Alternative Tax Credit Entitlement - -
Extra ordinary item - -
Profit/(Loss) Available for Appropriation (3.67) 0.22
The Company is exploring new avenues/areas of business in order to
rebuild the revenue stream for the Company and to create value for its
shareholders.
DIVIDEND
The Company has not earned any divisible profits for the year under
review. Hence, no dividend is recommended by the Board of Directors for
the year ended 31st March 2014.
DIRECTORS
During the year, Mr. Alcide Neil D''souza resigned from Directorship of
the Company with effect from 12th November, 2013. The Board places on
record its appreciation for the invaluable guidance and services
rendered by him during his tenure as Director on the Board of the
Company.
Mr. B. S. Sharma (DIN 00230202), who retires by rotation at this Annual
General Meeting and being eligible offers himself for re-appointment.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Sharma is appointed as a
Whole-time Director of the Company for a period of three years
effective from 27th August, 2014 without any remuneration.
According to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Mr.
Ilidio Pereria [DIN 03036383], and Mr. Placid Naronha [DIN 03031999] as
Independent Directors for a term of two consecutive years upto 31st
March, 2016. The Company has received requisite notices in writing from
the members proposing the names of Mr. Ilidio Manuel Pereria, and Mr.
Placid Naronha for appointment as Independent Directors. The Company
has received declarations from the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed
under section 149(6) of Companies Act, 2013 and clause 49 of the
Listing Agreement with the Stock Exchange.
Brief resume of the above Directors proposed to be
appointed/re-appointed, nature of their expertise in specific
functional areas and the name of the public companies in which they
hold the directorship and the Chairmanship/membership of the Committees
of the Board, as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchanges, are given as Annexure to the Notice convening
the Annual General Meeting.
FIXED DEPOSITS
The Company has not accepted deposits from public within the meaning of
Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is not carrying out any manufacturing activities, the
particulars relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Rule 2 of the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, is not applicable.
AUDITORS
M/s. Ramesh Chaturvedi & Co., Chartered Accountants, the present
Statutory Auditors of the Company hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
Your Company has received a certificate as per the provisions of
section 139 of the Companies Act, 2013 and to the effect that their
re-appointment as Auditors of the Company, if made, would be within the
limits prescribed under section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for reappointment as Statutory
Auditors of the Company.
Based on the recommendation of the Audit Committee, the Board of
Directors in their meeting held on 27th August, 2014 recommended the
appointment of M/s. Ramesh Chaturvedi & Co., Chartered Accountants, as
the Statutory Auditors of the Company to hold office from the
conclusion of this Annual General Meeting until the conclusion of 23rd
Annual General Meeting of the Company, and that, the necessary
resolution for appointing them as Statutory Auditors of the Company is
being included in the notice of the 20th Annual General Meeting for the
approval of the Members of the Company.
AUDITOR''S REPORT
The Auditors Report is self - explanatory and do not call for any
further explanation.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreement with the BSE Limited the
following have been made a part of the Annual Report:
* Management discussion and Analysis Report
* Report on Corporate Governance
* Auditors Certificate regarding compliance of conditions of the
Corporate Governance
* Declaration on compliance with Code of Conduct by Board Members and
Senior Management Personnel.
PARTICULARS OF EMPLOYEES
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended up to date.
SECRETARIAL COMPLIANCE CERTIFICATE
The Secretarial Compliance Certificate for the financial year ended
31st March, 2014, confirming that the Company has complied with all the
provisions of the Companies Act, 1956 and the rules made thereunder and
also the provisions contained in the Memorandum and Articles of
Association of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of annual accounts, the applicable accounting
standards and the requirement as set out under Schedule VI of the
Companies Act, 1956 have been followed and there is no material
departure for the same.
(ii) the directors 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 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) the directors have prepared the annual accounts for the year ended
31st March, 2014, on a going concern basis.
ACKNOWLEDGEMENT
Your Directors express their gratitude to the Company''s Bankers, BSE
Limited and Others for their continued support and co-operation.
For and on behalf of the Board of Directors
Place: Mumbai B. S. Sharma
Date: 27th August, 2014 Director
Mar 31, 2013
Dear Shareholders,
The Directors hereby present the Nineteenth Annual Report together
with the Audited Accounts of the Company for the year ended March 31,
2013.
FINANCIAL HIGHLIGHTS
(Rs.in Lakhs)
31/03/2013 31/03/2012
Profit/Loss before interest & d
epreciation & before extra ordinary
items 0.27 0.56
Less: Depreciation - -
Net Profit before Tax 0.27 0.56
Less: Provision for Tax 0.05 0.17
Less: Minimum Alternative Tax Credit
Entitlement. - -
Extra ordinary item - -
Profit/(Loss) Available for
Appropriation 0.22 0.38
DIVIDENDS
In view of the inadequacy of the divisible profits, earned by the
Company during the financial year 2012-2013, your Directors are unable
to recommend any dividend for the financial year under review.
AUDITOR''S REPORT
The Auditors report is self - explanatory and do not call for any
further explanation.
DIRECTORS:
During the year, Mr. Sattish D Jain, Director, had resigned from the
Directorship of the Company with effect from 12th February, 2013. The
Board placed on record his sincere appreciation for the invaluable
guidance and services rendered by him during his tenure as Director of
the Company.
DIRECTORS BY ROTATION
In accordance with the requirement of the Companies Act, 1956, Mr. B.
S. Sharma is liable to retire by rotation and is eligible for
re-appointment. Your Directors recommend his re-appointment in the
ensuing Annual General Meeting as a Director of your Company.
FIXED DEPOSITS
During the year, the Company has not accepted any deposits from public
within the meaning of Section 58A of the Companies Act, 1956, read with
the Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is not carrying any manufacturing activities, the
particulars relating to the conservation of energy and technology
absorption, as required under the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is not
applicable.
The Foreign Exchange Earnings & Outgo is reported to be Nil during the
year under review.
AUDITORS
M/s. Ramesh Chaturvedi & Co., Mumbai, Chartered Accountant, retire at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. M/s. Ramesh Chaturvedi & Co., have sought
re-appointment and confirmed that their re- appointment shall be within
the limits of Section 224 (1B) of the Companies Act, 1956. The
necessary eligibility certificate under Section 224(1B) of the
Companies Act, 1956, was received from them. The Audit Committee and
Board of Directors recommend the appointment of M/s. Ramesh Chaturvedi
& Co., Chartered Accountants, as the auditors of your Company.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the listing agreement entered with the Bombay
Stock Exchange Limited the following have been made part of this Annual
Report:
Management Discussion and Analysis
Report on Corporate Governance
Auditors Certificate regarding compliance of conditions of the
Corporate Governance
Declaration on compliance with code of Conduct for the Board of
Directors.
PARTICULARS OF EMPLOYEES
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended up to date.
SECRETARIAL COMPLIANCE REPORT
Secretarial Compliance Report for the financial year ending 31st March,
2013, pursuant to Section 383A of the Companies Act, 1956 as issued by
M/s Milind Nirkhe & Associates a Company Secretary in Whole time
Practice is enclosed herewith.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors had 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 affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
(iii) that the directors had 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 and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts for the year
ended 31st March, 2013, on a going concern basis.
ACKNOWLEGEMENT
Your Directors express their gratitude to the Company''s Bankers, Bombay
Stock Exchange Limited, other statutory authorities, bodies,
individuals for their continued support and co-operation.
For and on behalf of the Board of Directors
Place : Mumbai B. S. Sharma Placid Naronha
Date : 20th May, 2013 Director Director
Mar 31, 2011
Dear Shareholders,
The Directors hereby present the Seventeenth Annual Report together
with the Audited Accounts of the Company for the year ended March 31,
2011
FINANCIAL HIGHLIGHTS:
(Rs.inLakhs)
31/03/2011 31/03/2010
Profit/Loss before interest &
depreciation & before extra
ordinary items (1.84) (0.70)
Less: Depreciation - -
Net Profit before Tax (1.84) (0.70)
Less: Provision for Tax - -
Less: Provision for FBT
Less: Minimum Alternative Tax
Credit Entitlement - -
Extra ordinary item - -
Profit/(Loss) Available for
Appropriation (1.84) (0.70)
DIVIDENDS:
The Company has not earned any divisible profits for the year under
review.
Hence, the Board does not recommend any dividend for the year ended
31st March 2011.
OPERATIONS:
During the financial year ended 2010-2011, no commercial or
manufacturing activity were carried out by the Company. As informed to
the shareholders in the last Annual General Meeting, the Company has
since complied with all the provisions of the listing agreement and the
equity shares of the company were relisted on the Bombay Stock Exchange
with effect from 28th July, 2010. During the current year, the equity
shares of the Company were also admitted in Central Depository Services
Limited (CDSL) with effect from 11th November, 2010. The shareholders
who still hold the equity shares in physical form can now dematerailise
their shareholdings in any the two depositories i.e. NSDL/CDSL. Due to
relisting of the equity shares of the company, many shareholders have
been benefited.
In the month of November, 2010, the takeover process of the your
Company by Shri Dheeraj Wadhawan, the Acquirer and the PAC's was
completed by acquiring majority shareholdings of the promoters/promoter
group.
AUDITOR'S REMARKS UNDER SECTION 217(31:
The comments and remarks from the Auditors are self - explanatory and
do not call for any further explanation.
DIRECTORS:
Appointment
Mr. B. S. Sharma and Mr. Placid Naronha were appointed as additional
directors of the Company with effect from 30th May, 2011. Pursuant to
Section 260 and Article 126 of the Articles of Association of the
Company, they hold office upto the date of the ensuing Annual General
Meeting. The Company has received notices under Section 257 of the Act
along with the requisite deposit proposing the candidature of Mr. B. S.
Sharma and Mr. Placid Naronha, as a Directors at the ensuing Annual
General Meeting.
Resignations
Mr. Kiran U. Rathod, Mr. Vinod U Rathod and Mr. Tulsiram P Dangi
resigned as the Directors of the Company with effect from 30th May
2011. The Board placed on record its gratitude and appreciation for the
valuable assistance, advice and support rendered by them throughout
their period of association with the Company.
Directors by Rotation
In accordance with the requirement of the Companies Act, 1956, Mr.
Sattish D. Jain is liable to retire but is eligible for re-appointment.
Your Directors recommend his re-appointment as Director of your
Company.
PREFERENTIAL ALLOTMENT:
Your Company at the Extra - Ordinary General Meeting held on 23rd
February, 2010 have obtained approval of shareholders of the Company
for issue upto 78,04,100 Equity Shares of Rs. 10/- each for cash at par
to the persons other than the existing shareholders of the Company on a
Preferential basis. Your Company had made an application to BSE for
in-principle approval for issue and allotment of securities. BSE had
informed the company to furnish an undertaking about the re-computation
of the price and collection of differential amount, if any. Your
Company is also examining other avenues for raising the funds including
the issue of shares on preferential allotment basis based on Trading
History.
FIXED DEPOSITS:
The Company has not accepted deposits from public within the meaning of
Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since the company is not carrying out any commercial or manufacturing
activities, the particulars relating to the conservation of energy,
technology absorption and foreign exchange earnings and outgo as
required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, is not applicable.
AUDITORS:
M/s. Ramesh Chaturvedi & Co., Chartered Accountants, the present
Statutory Auditors of the Company hold office until the conclusion of
the ensuing Annual General Meeting. It is proposed to re-appoint them
as the Statutory Auditors of the Company until the conclusion of the
next Annual General Meeting. M/s. Ramesh Chaturvedi & Co., have under
Section 224 (1) of the Companies Act, 1956, furnished the certificate
of their eligibility for re-appointment.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the listing agreement with the Bombay Stock
Exchange Limited the following have been made a part of the Annual
Report:
Management discussion and Analysis
Report on Corporate Governance
Auditors Certificate regarding compliance of conditions of the
Corporate Governance Declaration on compliance with code of Conduct.
PARTICULARS OF EMPLOYEES:
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended up to date.
SECRETARIAL COMPLIANCE REPORT:
Secretarial Compliance Report for the financial year 31st March, 2011,
pursuant to Section 383A of the Companies Act, 1956 is issued by a
Company Secretary in Whole time in Practice is enclosed herewith.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors had 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 affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
(iii) that the directors had 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 and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts for the year
ended 31st March, 2011, on a going concern basis.
APPRECIATION:
Your Directors express their warm appreciation to the Company's
Bankers, Bombay Stock Exchange & Others for their continued support and
co-operation.
For and on behalf of the
Board of Directors
Place : Mumbai SATTISH D. JAIN KIRAN U. RATHOD
Date : 30th May, 2011 DIRECTOR DIRECTOR
Mar 31, 2010
The Directors hereby present the Sixteenth Annual Report together with
the Audited Accounts of the Company for the year ended March 31, 2010.
FINANCIAL HIGHLIGHTS:
(Rs.inLakhs)
31/03/2010 31/03/2009
Profit/Loss before interest &
depreciation & before extra ordinary
items (0.70) 0.96
Less: Depreciation
Net Profit before Tax (0.70) 0.96
Less: Provision for Tax - 0.10
Less: Provision for FBT
Less: Minimum Alternative Tax
Credit Entitlement. - (0.10)
Extra ordinary item - 11.15
Profit/(Loss) Available for
Appropriation (0.70) 11.15
Balance carried to Balance Sheet (0.70) 12.11
DIVIDENDS:
The Company has not earned any divisible profits for the year under
review. Hence, the Board does not recommend any dividend for the year
ended 31st March 2010.
OPERATIONS:
During the financial year ended 2009-2010 no commercial or
Manufacturing activity were carried out by the Company. Presently your
Company is a debt - free Company.
Your Company has at present exploring the possibilities of take over
offer by Mr.Dheeraj Wadhwan, the Acquirer and the Person Acting in
Concerns (PACs) in order to acquire majority of the post- issue Voting
Capital of the Company subject to receipt of requisite approvals,
consents and permissions, as may be required by the SEBI & Stock
Exchange.
Your Directors are happy to inform you that all the pending compliances
under various clauses of the Standard Listing Requirements of the
Bombay Stock Exchange Limited have been complied with & there are no
pending compliances from the companys side at present. Your Directors
have also made efforts to get the revocation in trading of the
Companys scrip from the Bombay Stock Exchange Limited & are happy to
inform you that your company has got confirmation from the Bombay Stock
Exchange Limited that your companys proposal for revocation of trading
in the Companys Scrip will be considered in the next Committee Meeting
& as a consequence to which large number of shareholders of the Company
will be benefited & once again your Companys Scrip will be traded on
the Bombay Stock Exchange Limited.. Your Directors are also happy to
inform you that Company has got the Demat connectivity with NSDL for
dematerialization of the Companys Shares.
Simultaneously all round efforts are being made to revive your Company
and the Board is hopeful to see a break through in this regard in the
near future.
AUDITORS REMARKS UNDER SECTION 217(3):
The comments and remarks from the Auditors are self - explanatory and
do not call for any further explanation.
DIRECTORS:
Mr. Vinod U. Rathod, retire by rotation at the forthcoming Annual
General Meeting and being eligible offers himself for re-appointment.
During the year under review Mr. Alcide Neil Dsouza, Mr. Ilidio Manuel
Pereria and Mr. Tulsiram Padmaji Dangi were inducted as Additional
Directors of the Company whose tenure shall come to an end at the
ensuring Annual General Meeting and they have offered their candidature
for the post of Directorship of the Company.
PREFERENTIAL ALLOTMENT :
Your Company at the Extra - Ordinary General Meeting held on 23rd
February, 2010 have approved for issue of 78,04,100 Equity Shares of
Rs. 10/- for cash at par to the persons other than the existing
shareholders of the Company on a Preferential basis. However, the
allotment is yet to be done since the Company is waiting for requisite
approvals, consents and permissions, from the Bombay Stock Exchange
Ltd.
FIXED DEPOSITS:
The Company has not accepted deposits from public within the meaning of
Section 58A of the Companies Act, 1956, read with the Companies
(Acceptance of Deposits) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988
relating to the conservation of energy, technology absorption and
foreign exchange earnings and outgo forms part of this report and is
given by way of Annexure.
AUDITORS:
M/s Ramesh Chaturvedi & Co, Chartered Accountants, Mumbai, retire at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the listing agreement with the Bombay Stock
Exchange Limited the following have been made a part of the Annual
Report:
. Management discussion and Analysis
. Report on Corporate Governance
. CEO Certification
. Declaration on compliance with code of Conduct.
. Auditors Certificate regarding compliance of conditions of the
Corporate Governance
PARTICULARS OF EMPLOYEES:
The Company has no employees of the specified categories under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended up to date.
SECRETARIAL COMPLIANCE REPORT:
Secretarial Compliance Report pursuant to Section 383Aof the Companies
Act,.1956 as issued by Company Secretary in Whole time in Practice is
enclosed herewith.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Sec. 217(2AA) of the Companies Act, 1956:
(i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the directors had 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 affairs of the company at the end of the financial year and of the
profit or loss of the company for that period.
(iii) that the directors had 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 and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
APPRECIATION:
Your Directors express their warm appreciation to the Companys
Bankers, Bombay Stock Exchange Limited & Others for their continued
support and co-operation.
For and on behalf of the
Board of Directors
Place : Mumbai SATISH D. JAIN
Date : 27th May, 2010 DIRECTOR
KIRAN U.RATHOD
DIRECTOR