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Directors Report of Vax Housing Finance Corporation Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting herewith the 21st Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2015.

FINANCIAL HIGHLIGHTS

During the financial year 2014-15, the financial operational result of the Company is as follows:

(Amount in Rs) Particulars For the year For the year ended on ended on 31st March, 2015 31st March, 2014

Total Income. 9,17,65,302 7,39,94,154

Total Expenses. 9,08,87,029 7,33,04,286

Exceptional Items - -

Profit Before Tax. 8,78,273 6,89,868

Depreciation. 5,99,138 2,49,485

Provision for Tax. 2,78,000 2,40,000

Differed Tax (Assets) Liability. (2,78,000) (2,40,000)

Fringe Benefit Tax NIL NIL

Excess Provision of IT Written Back NIL NIL

Net Profit/(Loss) for the Year 6,00,273 4,49,868

SHARE CAPITAL STRUCTURE

There was no change in Number of shares and value of shares in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

DIVIDEND

During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long term resources of the Company.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc lying with the company which are required to be transferred to Investors Education and Protection Fund.

YEAR UNDER REVIEW

During the year under review your company had earned a total income of Rs. 9,17,65,302 /- (Previous Year Rs. 7,39,94,154/-). After meeting with the day to day and total expenses of Rs. 9,08,87,029/- (Previous year of Rs. 7,33,04,286/-), Deferred Tax Liability Rs.( 2,78,000)/- (Previous Year of Rs (2,40,000/-), Fringe Benefit Tax of Rs. NIL(Previous year Rs. NIL /-) the company has earned a net Profit for the year of Rs. 6,00,273/- (Previous year Net Profit of Rs. 4,49,868/-).

BUY BACK OF SHARE CAPITAL

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

DEMATERIALISATION OF SECURITIES:

Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March 2015 were 11257080 which constitute 93.78% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report.

DIRECTORS

Mr. Nirav Arvindkumar Shah and Mr. Jimit Dilipkumar Sanghvi, Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However being eligible offers themselves for reappointment. Your Directors recommend appointing them by passing resolutions.

The Company has received declarations from Mr. Nirav A. Shah, Mr. Jimitkumar D. Sanghvi, Mr. Satish Chand and Mrs. Julie P. Joshi, the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item No. 4 (2), (3) of the Annual General Meeting Notice.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign exchange earnings and outgo are not applicable to the company as Company is not manufacturing any product or providing any services. There was no foreign exchange earnings and outgo within the company during the year under review.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2015, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual director, committee of directors, independent directors and board as a whole.

2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors are evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every directors at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every directors on draft of the minutes and follow up for action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviews and evaluated on the basis of minutes and agenda papers for each of the committee meetings.

5. The performance of independent directors are evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total Remuneration expenses : Rs. 15,50,001/-

Managerial Remuneration Expenses : Rs. 7,40,000/-

Other employees Remuneration : Rs. 8,10,001/-

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secreaty or Manager, if any in the financial year:

No remuneration is increased for Director,CFO, CEO, CS or Manager.

iii) The percentage increase in the median remuneration of employees in the financial year

During the year there was increase of 22.72% in remuneration of any employees during the financial year.

iv) The number of permanent employees on the rolls of company; 1 (One)

v) The explanation on the relationship between average increase in remuneration and company performance;

vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company ;

The KMP i.e. Managing Director is paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole.

vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Closing Market Price of shares of Company as on 31/03/2014: Rs.8.20/- Closing Market Price of shares of Company as on 31/03/2015: Rs. 6.29/- Earnings Per share for the financial year ended on 31/03/2014:Rs.0.037/- Earnings per share for the financial year ended on 31/03/2015: Rs.0.050 /- As the Company EPS is very minimal, the PE Ratio is Minimum.

viii) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ;

NOT APPLICABLE as there was increase in Remuneration of any employees of the company but there was not increase in the Remuneration of Managerial Personnel of the Company.

ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company: Not Comparable.

x) The key parameters for any variable component of remuneration availed by the directors; NOT APPLICABLE.

xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

xii) Affirmation that the remuneration is as per the remuneration policy of the company.

All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization.

AUDITORS

STATUTORY AUDITOR

M/S. NIYATI PATEL & CO., present Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (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 remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirements.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.

DATE : 30th May, 2015 ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD. OF VAX HOUSING FINANCE CORPORATION LIMITED

SD/-

(VIJAYSINGH RATHORE)

CHAIRMAN AND MANAGING DIRECTOR

(DIN: 00283820)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the 20th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

During the financial year 2013-2014, the Financial operational results of the Company is as follows:

(Amount in Rs)

Particulars For the year For the year ended on ended on 31st March, 31st March, 2014 2013

Total Income. 7,39,94,154 14,71,86,000

Total Expenses. 7,33,04,286 14,65,99,008

Profit Before Tax. 5,89,868 5,86,992

Depreciation. NIL NIL

Provision for Tax. 2,40,000 1,65,000

Differed Tax (Assets) Liability. NIL NIL

Fringe Benefit Tax NIL NIL

Excess Provision of IT Written Back NIL NIL

Net Profit/(Loss) for the Year 4,49,868 4,21,992

DIVIDEND

During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long term resources of the Company.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund as required under Section 205(C) of the Companies Act 1956. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc lying with the company which are required to be transferred to Investors Education and Protection Fund.

SHARE CAPITAL STRUCTURE

There was no change in Number of shares and value of shares in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF SHARE CAPITAL

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year under review your company had earned a total income of Rs. 7,39,94,154/ Previous Year Rs. 14,71,86,000/-). After meeting with the day to day and total expenses of Rs. 7,33,04,286 (Previous year of Rs. 14,65,99,008/-), Provision of Income Tax Rs. 2,40,000/- (Previous year Rs. 1,65,000/-), the company has earned a net Profit for the year of Rs. 4,49,868/- (Previous year Net Profit of Rs. 4,21,992/-).

COMPLIANCE WITH THE LISTING AGREEMENT:

The Company has made all compliances of the Listing Agreement with the Mumbai Stock Exchange during the year including Payment of all listing fees of both stock exchanges.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:

The Complete Report on Corporate Governance is given separately after this report.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

DIRECTORS

Shri Vijaysingh Rathore & Shri Kailash Gupta, Director of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However being eligible offers himself for reappointment. Your Directors recommend appointing him by passing resolutions.

DIRECTORS' RESPONSIBLITY STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the 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 had prepared the annual accounts on a going concern basis.

v) The Directors, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITOR

M/s. Niranjan Jain & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (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 remuneration is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION

There are no adverse observations made by the Auditors in their report. However notes to the Accounts to itself are clarificatory and self explanatory in the nature.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 and as amended being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company.

MATERIAL CHANGES:

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

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 & Commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE: 3rd SEPTEMBER, 2014 BY ORDER OF THE BOARD OF DIRECTORS PLACE: AHMEDABAD. OF VAX HOUSING FINANCE CORPORATION LIMITED

SD/- (VIJAYSINGH RATHORE) MANAGING DIRECTOR


Mar 31, 2013

Dear Members,

The have pleasure in presenting the Annual Report of the Company along with the audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE :

During the year under review Company has earned income from operation Rs. 147186000/- compared to Rs. 83178608/ - for the previous year.

Company has achieved a profit of Rs. 421992/- compare to profit of Rs. 4910520/- for the previous year.

DIVIDEND :

Company wants to reinvest the profits in to business for future growth therefore your directors are unable to recommend any dividend for the current financial year.

DEPOSITS :

The Company has not accepted any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

DIRECTORS :

At the ensuing Annual General Meeting Mr. Kailash G. Gupta will retire by rotation and being eligible for offers himself for reappointment.

DIRECTOR''S REPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 , which requires company to give a Directors Responsibility statement , your directors hereby confirm -

That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

That Company has selected Mercantile 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.

That the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for the safeguarding the assets of the company and for preventing and detecting fraud and other Irregulations.

That the Directors had prepared the annual accounts on a going concern basis.

AUDITORS :

The Auditors M/s. Niranjan Jain & Co; Chartered Accountants, Ahmedabad, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for reappointment. You are requested to appoint auditors and to fix their remuneration.

COMMENT ON AUDITORS'' REPORT :

The notes to the Accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies'' Act, 1956.

PARTICULARS OF EMPLOYEES AND OTHERS :

The company does not have any employee receiving remuneration of Rs.2,00,000/- per month or Rs.24,00,000/- per annum and therefore, no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING :

As the company is not engaged in any manufacturing activities, Particulars regarding conservation of energy, Technology upgradation and Foreign Exchange earnings and outgo, pursuant of Companies (Disclosure of particulars in the report of Board of directors) Rules, 1988 is Nil.

APPRECIATION :

The company places on record its deep appreciation for all those who have been associated with the company and have continued their support towards the growth and stability of the company.

PLACE : AHMEDABAD For & on behalf of the

DATE : 07/09/2013 Board of Directors

Sd/- Sd/-

Vijaysing Rathore Kailash Gupta

Managing Director Managing Director


Mar 31, 2009

We have pleasure in presenting the Annual Report of the Company along with the audited statements of Accounts for the year ended 31st March, 2009.

FINANCIAL PERFORMANCE:

During the year under review Company has earned income from operation Rs. 46,28,311/-compared to Rs. 99,93,942/- for the previous year.

Company has achieved a profit of Rs. 11,71,808/- compared to profit of Rs. 70,64,163/- for the previous year.

DIVIDEND

Company wants to reinvest the profits in to business for future growth there fore your directors are unable to recommend any dividend for the current financial year.

DEPOSITS

The Company has not accepted any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

DIRECTORS

At the ensuing Annual General Meeting Mr. Vijay Singh Rathore will retire by rotation and being eligible for offers himself for reappointment.

During the year Mr. Jawerilal G Nahata, Mr. Sanjay K Savalia and Mr. Mayank Bhandari have resigned from their office of director and Mr. Gajendra Kumar Kothari & Mr. Satish Kothari have been appointed as an Additional Directors of the of the Company. There being no other changes in directorship of the Company.

DIRECTORS REPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 , which requires company to give a Directors Responsibility statement , your directors hereby confirm -

That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

That Company has selected Mercantile 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 profit or loss of the company for that period.

That the directors has taken proper and sufficient care for the maintainance of adequate accounting records in accordance with the provisions of this Act for the safeguarding the assets of the company and for preventing and detecting fraud and other irregulations.

That the Directors had prepared the annual accounts on a going concern basis.

AUDITORS :

The Auditors M/s. Niranjan Jain & Co., Chartered Accountants, Ahmedabad, retire at the conclusion of the ensuing Annual General Meeting and offer themselves for reappointment. You are requested to appoint auditors and to fix their remuneration.

COMMENT ON AUDITORS REPORT

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation under Section 1217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES AND OTHERS

The company does not hav$ any employee receiving remuneration of Rs. 2,00,000/- per month or Rs. 24,00,000/- per annum and therefore, no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

INFORMATION ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

As the company is not engaged in any manufacturing activities, Particulars regarding conservation of energy, Technology upgradation and Foreign Exchange earnings and outgo, pursuant of Companies (Disclosure of particulars in the report of Board of directors) Rules, 1988 is Nil.

APPRECIATION

The company places on record its deep appreciation for all those who have been associated with the company and have continued their support towards the growth and stability of the company.

PLACE : AHMEDABAD For & on behalf of the DATE : 02/09/2009 Board of Directors Sd-/ Sd-/ Director Director

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