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Directors Report of Vinaditya Trading Company Ltd.

Mar 31, 2014

The Members of

VINADITYA TRADING COMPANY LIMITED

The Directors have pleasure in presenting before you their Thirty Third Annual Report together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars 2013-14 2012-13

Revenue from Operation and other Income 2,240,901 3,018, 215

Gross Profit 897,202 982,658

Depreciation -- --

Profit before tax 897,202 982,658

Tax Expenses:

Current Tax (280,000) (255,000)

Deferred -- --

Tax of Earlier Year 31,210 --

MAT Credit Entitlement -- --

Profit after Taxation 648,412 727,658

Balance brought forward from previous year 70,413,127 69,685,469

Amount available for Appropriation 71,061,539 70,413,127

Transfer to General Reserve -- --

Proposed Dividend on Equity Shares -- --

Tax on Dividend -- --

Surplus carried to Balance Sheet 71,061,539 70,413,127

PROFITS

During the year under review the company made a Profit of Rs. 6,48,412 (Rupees Six Lakhs Forty Eight Thousand Four Hundred and Twelve Only) after making a provision of Rs. 2,48,790 (Rupees Two Lakhs Forty Eight Thousand Seven Hundred and Ninety Only) for Income Tax after adding to the said amount carried forward profit of Rs 7,04,13,127 (Rupees Seven Crores Four Lakhs Thirteen Thousand One Hundred and Twenty Seven Only) the total surplus of Rs. 7,10,61,540 (Rupees Seven Crores Ten Lakhs Sixty One Thousand Five Hundred and Forty Only) is carried forward to the next year''s accounts.

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders

wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2013-14.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. FOREIGN EXCHANGE EARNINGS

As the company is not a manufacturing unit and has also not used or earned foreign exchange during the year the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 as framed u/s 217(e) of the Companies Act, 1956 may be considered as NIL.

DIRECTORS

Retirement by Rotation

In terms of provisions of Companies Act, 2013 Mr. Mahendra Sitaram Pipalwa is liable to retiring by rotation in this Annual General Meeting and who is being eligible, and offers himself, to be re-appointed on the Board of the Company.

Independent Director

The Board of Directors has appointed Mr. Mohandas Kotiappa Kankanady as an Additional Director of the Company w.e.f. 02nd May, 2014 and holds office up to this Annual General Meeting. Your Company has received a notice in writing from a member proposing his candidature for the office of Independent Directors. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Mr. Satyaprakash Pathak has been appointed as an Independent Director by the Members of the Company w.e.f. 30th September, 2013.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 it

is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2014 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 the judgments and estimates that were responsible and prudent so as to give a True and Fair view of the States 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 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) That the Directors had prepared the Annual Accounts for the financial Year Ended 31st March, 2014 on a "going concern basis".

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 the Compliance Certificate issued by M/s Aabid & Co., Practicing Company Secretaries, Mumbai, for the year ended on 31st March, 2014.

AUDITORS

M/s. Sara & Associates, Chartered Accountants, Mumbai, the Auditors of the company, retire at the conclusion of forthcoming Annual General Meeting, and are eligible for re - appointment. They have furnished the certificate of their eligibility for re-appointment as required under section 149 of the Companies Act, 2013.

AUDITORS'' REPORT

There are no qualifications contained in the Auditors'' Report and therefore no further explanation is required to be provided.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

VIGIL MECHANISM

The Company has established a vigil mechanism, under the supervision of Chairman of Audit Committee, for Directors and Employees to report genuine concerns to the Chairman of Audit Committee. This Mechanism also provide safeguard against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

DE-LISTING OF SECURITIES OF THE COMPANY FROM PUNE STOCK EXCHANGE

Company has decided to de-list the securities of the Company from Pune Stock Exchange and which was also approved by the Members of the Company at the Annual General Meeting held on 30th September, 2013.

So, in exercise of powers conferred on the Board of Directors of the Company, securities of the Company have been delisted from Pune Stock Exchange as w.e.f. 30th July, 2014 as mentioned in the De-listing Letter issued by the Pune Stock Exchange in this regard.

LISTING:

The Shares of your Company are listed on the Bombay Stock Exchange and the Annual Listing fee for the financial Year 2013-14 have been paid.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

RESEARCH AND DEVELOPMENT: -

The company continuous to look at opportunities in the areas of research and development in its percentage of activities

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given to the Company and their confidence in the management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF VINADITYA TRADING COMPANY LIMITED

SD/- SD/- Mahendra Sitaram Pipalwa Rammohan Bandlamudi Director Director DIN:-02369232 DIN:- 00285798

Mumbai, Dated: 05th September, 2014


Mar 31, 2013

The Members of VINADITYA TRADING COMPANY LIMITED

The Directors have pleasure in presenting before you their Thirty Second Annual Report together with the audited statement of accounts for the year ended 31s1 March 2013

2) DIRECTORS:

According to provision of the Companies Act, 1956 and the / .rticle of Association of the Company Mr. Sushil Kumar Ramjiwan Nevatia, Director of the Company is liable to be retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as director of the Company. The board recommends his reappointment.

The Board of Directors recommends appointment of Mr. Satya Prakash Pathak as Directors of the company in forthcoming Annual General Meeting. The director holds the position up to the conclusion of the Annual General Meeting. The Company has received request proposing candidature of Mr. Satya Prakash Pathak along with requisite deposit. Your director recommends their appointment as the directors of the Company, liable to retire by rotation.

The company has duly complied with provisions of Clause 49 of Listing Agreement relating to constitution of directors.

3) CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Director''s Report and the Certificate from the Company''s Statutory Auditors confirming the Compliance of the condition on Corporate Governance as stipulated in Clause 49 of The Listing Agreement is included in the Annual Report.

4) AUDITORS:

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting. They have given a resignation letter in writing and expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company due to their pre-occupation and engagement with other professional work. The Company has received letter of confirmation from M/s Sara & Associates., Chartered Accountants, Mumbai for their appointment as Statutory Auditors of the Company, and if made would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956. The members are requested to consider their appointment for the financial year 2013-14 and authorize the Board of the Directors to fix their remuneration.

5) FIXED DEPOSITS:

Pursuant to the Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules; 1975 the Company has not accepted any Deposit from the Public.

6) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is not applicable to your Company.

7) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs.)

Particulars For the year ended as on For the year ended as on 31st 31st March, 2013 March, 2012

(A)Total Foreign Exchange NA NA Earned.

(B)Total Foreign Exchange NA NA Used.

8) LISTING:

The Shares of your Company are listed on the Bombay Stock Exchange and Pune Sock Exchange and the Annual Listing fee for the financial Year 2012-13 is have been paid.

9) PARTICULARS OF EMPLOYEES:

As required under the provision of the Section 217(2A) of the Companies Act, 1956, read with Companies (Particuhrs Of Employees) Rules; 1975 during the year under the report, no employee of the Company, throughout the year or part of the year was in receipt of the remuiei Hion as specified in Section 217(2A) of Companies (Particulars Of Employees) Rules; 1975.

The Directors wish to place on their record their appreciation for the positive co-operation received from its consumers, suppliers, bankers, Government of India.

During the year under review the company made a Profit of Rs. 727,658 after making a provision of Rs. 2,55,000 for Income Tax. After adding to the said amount the carried forward profit of Rs 6,96,85,469, the total surplus of Rs. 7,04,13,127 is carried forward to the next year''s accounts. In order to conserve resources, the directors do not recommend payment of any dividend.

Mr. Sushil Kumar Ramjiwan Nevatia a Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

During the year the company had no employee of the category indicated u/s 217 (2A) of the Companies Act, 1956.

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

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2013 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 the judgments and estimates that were responsible and prudent so as to give a True and Fair view of the States 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 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) that the Directors had prepared the Annual Accounts for the financial Year Ended 31st March, 2013 on a "going concern basis".

Pursuant to the proviso to sub-section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial "Compliance Certificate" is attached to this Report.

As the company is not a manufacturing unit and has also not used or earned foreign excha ge during the year the Companies (Disclosure of Particulars in the report of Board of Directc -s) Rules 1988 as framed u/s 217(e) of the Companies Act, 1956 may be considered as NIL.

The Board of Directors of the company in the Board Meeting held on 14th May, 2012, has passed amalgamation of ANR Investments Limited with itself subject to necessary approval from Hon''ble High Court of Judicature. The amalgamation of ANR Investments Limited with Vinaditya Trading Company Limited has been approved by Hon''ble High Court of Judicature vide dated 22nd March 2013 and accordingly it has been merged in pursuance of the order from High Court.

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai, the Auditors of the company, retire at the forthcoming Annual General Meeting.



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

VINADITYA TRADING COMPANY LIMITED





Director



Mumbai, dated 5th September, 2013


Mar 31, 2010

The Directors have pleasure in presenting before you their Twenty-ninth Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

During the year under review the company made a loss of? 25,13? after making a provision of Rs. 2,500 for Income Tax. After deducting the said amount from the carried forward profit of Rs. 18,60.841, the balance surplus of Rs. 18,35,704 is carried forward to the next years accounts. In order to conserve resources, the directors do not recommend payment of any dividend.

Mr. S.R. Nevatia, a Director of the Company, retires by rotation at the ensuing annual general meeting and is eligible for reappointment.

During the year the Company had no employee of the category indicated U/s 217 (2A) of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies (Amendment) act, 2000. the Directors state as under :

(1) that in the preparation of the 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 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 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.

Pursuant to the provisions of the Companies Act, 1956, the accounts together with Directors Report of ANR INVESTMENTS LIMITED, the companys subsidiary, for the year ended 31st March, 2010 are attached to the balance sheet of the Company.

Pursuant to the proviso to sub-section (1) of Section 383A of the Companies Act, 1956 and the Rules made there under, the requisite Secretarial Compliance Certificate" is attached to this Report.

As the Company is not a manufacturing unit and has also not used or earned any foreign exchange during the year, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as framed U/s. 217(l)(e) of the Companies Act, 1956 may be considered as Nil.

M/s. K.D. Vyas & Co., Chartered Accountants, Mumbai. the Auditors of the Company, retire at the forthcoming Annual General Meeting and approval of members is being sought at the Annual General Meeting for their re-appointment.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.G. BOHRA

DIRECTOR

Mumbai, dated 30th May, 2010.

 
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