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Directors Report of Venlon Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 31" Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31 " March 2015.

As At As At FINANCIAL RESULTS 31st March 2015 31st March 2014 Rupees Rupees

01 REVENUE FROM OPERATIONS 661,493,362 626,146,903

Less : Excise Duty 54,584,624 49,642,698

Net Revenue from Operations 606,908,538 576,504,205

02 OTHER INCOME 13,904,701 13,076,674

03 TOTAL REVENUE [1 2 ] 620,813,239 589,580,879

04 EXPENSES

Cost of Material Consumed 397,106,972 456,740,902

Purchases of Stcxik in Trade 21,070,489 3,227,419

Changes in Inventories of Finished Goods, W|P & Stock in Trade 26,071,287 (51,607,054)

Employee Benefit Expenses 54,714,574 48,646,149

Finance Cost 27,790,483 25,766,124

De preciation and Amortization 62,010,3 20 32,839,825 Expenses

Other Expenses 100,977,752 102,451,523

Total Expenses 689,741,876 618,064,899

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (68,928,637) (28,484,020)

06 EXCEPTIONAL ITEMS - 1,594,170

07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (68,928,637) (30,078,190)

08 EXTRAORDINARY ITEMS

09 PROFIT / (LOSS) BEFORE TAX [ 7 - 8 ] (68,928,637) (30,078,190)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax

2, Deferred Tax: Asset/(Liability) 4,157,847 45,261,946

11 PROFIT 7 [ LOSS] FOR THE PERIOD FROM

CONTI NUING OPERATIONS [9-10] (64,770,7911 15,183,756

12 PROFIT t [LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING PERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTERTAX] [12-13]

15 PROFIT/[LOSS] FOR THE PERIOD [11 14] (64,770,791) 15,183,756

16 EARNING PER EQUITY SHARE ( Basic and Diluted) (1.24) 0.29

Note; Figures in bracket indicate loss. Previous year's figures have been regrouped/ reclassified wherever necessary.

RESERVES AND DIVIDEND:

During the year, no amount has been transferred to reserves since the Company has incurred losses. The increase in the reserves in comparison to the previous year is due to the additions to revaluation reserve.

The Directors have not recommended any dividend for the year, since there arc unabsorbed losses. PROFITABILITY:

Due to adverse market condition in Film segment (main tine of activity) the Company did not venture its marketing in that segment and on the contrary retied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Depreciation is the major contributor for the loss.

FINANCE AND TAXATION:

Existing working capital limit with Corporation Bank is operative during the current year. The working capital limits sanctioned by the aforesaid bank is adequate,

Income tax assessment for the assessment years 2012-13 is complete. That of 2013-4 is in progress, INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the Annexure 'A' forming part of this report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees arc good.

The Company does not fall under the threshold limit for mandatory CSR activities. The Company, however, is willing to take up CSR activities but due to continued losses, year after year, CSR activities could not be taken up.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the required details are provided in the Annexure B

Your Directors further state that during the year under review, there were no cases filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013.

DIRECTORS:

The Board consists of Jive directors of whom three are independent directors. During the year, the Board of Directors met 4 times.

On Sp March 2015, the shareholders have approved the re-appointment of Mr. C.D.Datwani as the Managing Director and Ms. S&roj Datwani 35 the Whole time Director, fora period of 3 years.

Ms, Saroj Datwani has also been appointed as the Chief Financial Officer of the Company by the Board of Directors with effect from financial year 2014-15.

The independent Directors have given a declaration that they fulfill the crieterial of independence as specified u/s 149 (6) of the Compsnies Act, 2013 and the clause 49 of the Listing agreement with the Bombay Stock Exchange Limited,

The Company's policy on appointment of Directors and their remuneration:

The Managing Director, Whole time Director and CFO are promoters. For the position of other non- executive Independent director, experienced and reputed persons are selected from plastic Industries manufacturers association or professionals like Chartered accountants, adovocates. Company Secretaries or Cost and management accountants.

The remuneration for the executive directors has been in line with Schedule V of the Companies Act, 2013. The non-executive directors have waived their sitting fees and nothing Is paid to them,

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular In paying requisite fees.

COMPANY SECRETARY:

Due to continued losses the Company could not financially afford appointment of a wholetime company secretary. However, the duties are being discharged by a Secretarial assistant under the guidance and advise of Shri.G,D, Rama ftao FCA, ACS a professional in practice of Chartered Accountancy, assisting the company ever since its public issue in 19B6-87. With his able guidance the company is free from investors complaints and is in compliance with all regulatory framework. He is a permanent invitee for all Committees and Board Meetings,

As required under section 204 of the Companies Act, 2013 read with the rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit report from a Practising Company Secretary has been obtained and the same is annexed to this report as Annexure E, The Secretarial Audit report does not contain any adverse remark, qualification or reservation,

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 00317SS) Statutory Auditors of the Company were appointed at the previous Annual General Meeting for a period of 3 years, The ratification of their appointment has been placed before the shareholders at the ensuing Annual General meeting. The Auditors' Report doesnot contain any adverse remark /qualification.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with reqirements set out under Schedule III to the Act, have been followed and there are no material departures from the same:

b) the Directors have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022 EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of Companies Act, 2013 read with rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT-9 has been provided in Annexure C.

RELATED PARTY TRANSACTIONS: .

The transactions with related party have been provided in the Form AOC-2 which is provided as Annexure D.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by the Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company,

For and onibehalf cfthe.Board of Directors

C. D DATAWANI Chairman

Mysore 31st July 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2014.

As At As At FINANCIAL RESULTS 31st March 2014 31st March 2013 Rupees Rupees

01 REVENUE FROM OPERATIONS 626,146,903 276,791,419

Less : Excise Duty 49,642,698 21,981,519

Net Revenue from Operations 576,504,205 54,809,900

02 OTHER INCOME 13,076,674 11,301,661

13,076,674 11,301,661 03 TOTAL REVENUE [ 1 2 ] 589,580,879 266,111,561

04 EXPENSES

Cost of Material Consumed 456,740,902 145,771,781

Purchases of Stock in Trade 3,227,419 4,913,166

Changes in Inventories of Finished Goods, WIP & Stock in Trade (51,607,054) 27,393,312

Employee Benefit Expenses 48,646,149 46,349,613

Finance Cost 25,766,124 18,653,918

Depreciation and Amortization Expenses 32,839,825 26,342,348

Other Expenses 102,451,523 41,962,961

Total Expenses 618,064,899 311,387,099

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (28,484,020) (45,275,537)

06 EXCEPTIONAL ITEMS 1,594,170 45,853,100

07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (30,078,190) (91,128,637)

08 EXTRAORDINARY ITEMS - -

09 PROFIT / (LOSS) BEFORE TAX [7 - 8] (30,078,190) (91,128,637)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax - -

2. Deferred Tax: Asset/ (Liability) 45,261,946 (15,035,973)

11 PROFIT / [ LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] 15,183,756 (76,092,664)

12 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] - -

15 PROFIT / [LOSS] FOR THE PERIOD [11 14] 15,183,756 (76,092,664)

16 EARNING PER EQUITY SHARE (Basic and Diluted) 0.29 (1.74)

Note: Figures in bracket indicate loss. Previous year''s figures have been regrouped / reclassified wherever

necessary.

DIVIDEND:

Since the unabsorbed loss is persisting, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Due to adverse market condition in Film segment (main line of activity) the company did not venture its marketing in that segment and on the contrary relied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Depreciation is the major contributor for the book loss and the Company does not have cash loss.

FINANCE AND TAXATION:

Existing working capital limit with Corporation Bank is operative during the current year. The working capital limits sanctioned by the aforesaid bank is adequate.

Income tax assessment for the assessment years 2011-12 is complete. That of 2012- 13 is in progress.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure ''A'' forming part of this Report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, year after year CSR activity could not be taken up.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Notice of meeting has adequately covered re-appointment of Directors to be in consonance with Companies Act,2013

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate keeping in view of the provisions contained in Companies Act, 2013. The duties are presently complied by Company''s tax auditing firm''s partner who is a qualified Company Secretary.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors'' Report. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (the Act) it is hereby declared:

(i) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) That 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 of the loss of the company for that period;

(iii) That 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;

(iv) That the directors have prepared the annual accounts on a going concern basis.

(v) that the internal financial controls are adequate and are operating effectively

(vi) that the Board has devised proper systems to ensure compliance of all applicable laws and such systems are adequate and operating effectively.

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by the Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company.

For and on behalf of the Board of Directors

CHAND D.DATWANI Chairman Mysore 31st July 2014


Mar 31, 2013

To the Members of Venlon Enterprises Limited

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2013.

As At As At FINANCIAL RESULTS 31st March 2013 31st March 2012 Rupees Rupees

01 REVENUE FROM OPERATIONS 276,791,419 327,653,019

Less : Excise Duty 1,981,519 18,189,541

: Net Revenue from Operations 54,809,900 09,463,478

02 OTHER INCOME 1,301,661 2,854,047

1,301,661 2,854,047

03 TOTAL REVENUE [1 2] 266,111,561 322,317,526

04 EXPENSES

Cost of Material Consumed 45,771,781 79,066,939

Purchases of Stock in Trade 4,913,166 9,438,136

Changes in Inventories of Finished Goods, WIP & Stock in Trade 7,393,312 3,271,948

Employee Benefit Expenses 6,349,613 1,006,827

Finance Cost 8,653,918 2,055,969

Depreciation and Amortization Expenses 6,342,348 3,900,746

Other Expenses 1,962,961 4,355,088

Total Expenses 311,387,099 353,095,653

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (45,853,100) 76,496,402

06 EXCEPTIONAL ITEMS 45,853,100 76,496,402

07 PROFIT /(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (91,128,637) (107,274,531)

08 EXTRAORDINARY ITEMS

09 PROFIT / (LOSS) BEFORE TAX [7-8] (91,128,637) (107,274,531)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax - -

2. Deferred Tax liability withdrawn (15,035,973) (32,571,727)

11 PROFIT/[LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] (76,092,664) (74,702,804)

12 PROFIT /[LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] - -

15 PROFIT / [LOSS] FOR THE PERIOD [11 14] (76,092,664) (74,702,804)

16 EARNING PER EQUITY SHARE (Basic and Diluted) (1.74) (1.43)

Note: Figures in bracket indicate loss. Previous year''s figurgs have been regrouped / reclassified wherever necessary.

DIVIDEND:

Since the unabsorbed loss is persisting, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Due to adverse market condition in Film segment (main line of activity) the company did not venture its marketing in that segment and on the contrary relied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Exchange fluctuation of Rs. 4,58,53,100 on ECB loan (non cash item) together with depreciation form major items of Book loss.

FINANCE AND TAXATION:

Existing working capital limits with State Bank of India and Corporation Bank are operative during the current year. The working capital limits sanctioned by the aforesaid banks are adequate.

Income tax assessment for the assessment years 2011-12 is complete. That of 2012-13 is in progress.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure ''A'' forming part of this Report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, year after year CSR activity could not be taken up.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Particulars of Retiring Directors for re-appointment is disclosed in Corporate Governance report.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees to them.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors'' Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (the Act) it is hereby declared:

(i) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) That 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 of the loss of the company for that period;

(iii) That 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;

(iv) That the directors have prepared the annual accounts on a going concern basis.

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by State Bank of India and Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company.

For and on behalf of the Board of Directors

CHAND D DATWANI

Mysore Chairman

30th May 2013


Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lacs)

Current Year Previous Year 31.03.2010 31.03.2009

Net Sales 8771.05 8059.06

Profit before interest & depreciation 448.91 97.89

Interest & financial charges 332.91 368.18

Profit before depreciation 116.00 (270.29)

Depreciation 332.29 318.69

Net Profit (216.29) (588.98)

Provision for Fringe Benefit Tax 0.26 4.50

Provision for Deferred Tax - 278.49

Profit after Tax (216.55) (314.99)

DIVIDEND:

To conserve the financial resources, the Directors have not recommended any dividend for the year.

PROFITABILITY:

There are no major changes in the scenario of polyester and metallised film market conditions.

FINANCE AND TAXATION:

Existing working capital limits with State Bank of India and Corporation Bank are operative during the current year. The working capital limits sanctioned by the aforesaid banks are adequate.

Income tax assessment for the assessment years 2008-09 and 2009-10 is in progress.

CURRENT OPERATIONS:

The product mix of manufacture of film, formaldehyde and generation of wind energy have been so regulated to optimize financial contribution from each segment to ensure stabilized conditions of the company.

FUTURE PLANS:

With the global energy equation in turmoil, it is prudent to stabilize and ride over the present situation.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure forming part of this Report.

INDUSTRIAL RELATIONS:

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees to them.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors Report.

DIRECTORS" RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (this act), it is hereby declared:

(i) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) That 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 of the loss of the company for that period;

(iii) That 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;

(iv) That the directors have prepared the annual accounts on a going concern basis.

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

DEMATERIALISATION OF COMPANYS EQUITY SHARES:

The Companys Equity Shares have been activated for demateriaiisation with Central Depository Services (India) Limited and with that of National Securities Depository Limited.

Particulars of the Registrar and Share Transfer Agent (RTA) where dematerialization request forms along with the physical certificates will be accepted is as follows:

M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor, Jehangir Art Gallary Fort.Mumbai - 400 023.

Up to 30/09/2010

From 01/10/2010

M/s Alpha Systems Pvt Ltd., 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore -560003

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by State Bank of India, Corporation Bank and ICICI Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Cornpany.

For and on behalf of the Board Directors CHAND D. DATWANI

Mysoure Chairman

29th May,2010

 
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