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Directors Report of Vora Construction Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

(Amount in '')

PARTICULARS Year ended Year ended 31/3/2014 31/3/2013

Net Sales/ Income from Operations 4,67,41,412 1,48,51,578

Total Expenditure 4,66,99,196 1,51,85,092

Profit/ (Loss) before Tax 42,216 (3,33,514)

Provision for Taxation 15,000 0

Net Profit/ (Loss) 27,216 (3,33,514)

DIVIDEND

Due to carry forward losses, your Directors do not recommend payment of dividend for the year ended March 31, 2014.

PERFORMANCE

Income from Operations during the year was '' 4,67,41,412/- as compared to '' 1,48,51,578/- in the previous year. The net profit incurred during the year was '' 27,216/- as compared to net loss of '' 3,33,514/- in the previous year. Due to recession prevailing in the market, the Company has not taken any new project and is exploring new and suitable areas of business to diversifying its activities.

FUTURE PROSPECTUS

The Company, being registered as Non Banking Finance Company, has been carrying out the activities of Financing & Trading in shares & securities. The business, being very speculative & volatile due to various factors, is avers to high risk. It also requires a high degree of analytical abilities and constructive research with long term investments requiring huge funds. It is therefore thought fit to give up these activities and to deploy surplus funds if any for investments that are of long term nature.

Keeping in view the present scenario and various regulatory requirements it is thought proper to shift the focus to carry out the construction & infrastructure activities which are permitted by the main objects of the company. As the country is going through the transformation process there will be good prospects for constructions & infrastructure activities and also keeping in view the enormous possibilities of growth in constructions & infrastructure sector it is thought proper to transform from finance & trading in shares and securities to construction & infrastructure activities.

The Board is of the view that to carry out these activities suitable funds as required will have to be raised from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed;

2. Appropriate accounting policies as mentioned in Note No. 1 have been applied consistently and have 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

LISTING AGREEMENT

Pursuant to Clause 32 of the listing agreement with Mumbai Stock Exchange, the Company declares that its securities are listed on Mumbai Stock Exchange. Listing fees have been duly paid to the Mumbai Stock Exchange for the year 2014-2015.

DIRECTORS

Mr. Vinod Chopra retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for reappointment. He will be re-appointed as Non-executive Independent Director for a period of five years.

Mr. Vinod Chopra is M.B.A., C.F.A. and has vast experience in finance and business management. The Board recommends his appointment.

Mr. Parasmal Jain (Gulechha) has more than 26 years experience in the field of manufacturing and the Board also propose his appointment as Non-executive Independent Director.

FIXED DEPOSITS

The company has not accepted and for renewed any fixed deposit from the public during the year under review. EMPLOYEES

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities relating to conservation of energy or technology absorption hence, the information as required under section 217 (1) (a) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. J. P. Chaturvedi & Co., Chartered Accountants, Auditors of the Company, retires on conclusion of the ensuing Annual General Meeting. However, they are eligible for reappointment and members are requested to appoint the Auditors for the year 2014 - 2015 and fix their remuneration.

SECRETARIAL AUDIT REPORT

The Company has obtained Secretarial Audit Report from M/s. GMJ & ASSOCIATES, Company Secretaries in whole-time practice under section 383A of the Companies Act, 1956 and it forms part of the balance sheet.

By Order of the Board of Directors

Place: Mumbai Parasmal Jain Purushottam Bohra Date: August 28, 2014 Director Mg. Director


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

(Amount in Rs.)

PARTICULARS Year ended Year ended 31/3/2010 31/3/2009

Net Sales/ Income from Operations 56,38,646 1,43,559

Total Expenditure 59,02,987 1,33,482

Profit/(Loss) before Tax (2,66,341) 10,077

Provision for Taxation — 3,114

Net Profit/(Loss) (2,66,341) 6,963

DIVIDEND

Due to losses, your Directors do not recommend payment of dividend for the year ended March 31, 2010.

PERFORMANCE

Income from Operations during the year was Rs. 56,36,6467- as compared to Rs. 1,43,559/- in the previous year. Due to recession prevailing in the market, the Company has not taken any new project and is exploring new and suitable areas of business to diversifying its activities.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed;

2. Appropriate accounting policies as mentioned in Schedule No. 9 have been selected and applied consistently and have 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 as at 31st March, 2010 and of the loss of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

4. The annual accounts have been prepared on a going concern basis.

PREFERENTIAL ISSUE OF OPTIONALLY CONVERTIBLE WARRANTS/ EQUITY SHARES

During the year under review, the Company has issued and allotted 17,50,000 optionally convertible warrants and the same have been converted into 17,50,000 Equity Shares on exercising option of conversion by the warrant-holders.

LISTING AGREEMENT

Pursuant to Clause 32 of the listing agreement with Mumbai Stock Exchange, the Company declares that its securities are listed on Mumbai Stock Exchange. Listing fees have been duly paid to the Mumbai Stock Exchange for the year 2010-2011.

DIRECTORS

Mr. Vinod Chopra retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for reappointment Your Board has also proposed to appoint Mr. Purshottam Bohra as the Managing Director of the Company at the ensuing Annual General Meeting of the Company for a period of 3 years.

FIXED DEPOSITS

The company has not accepted any fixed deposit from the public during the year under review.

EMPLOYEES

No employee is receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has no activities-relating to conservation of energy or technology absorption hence, the information as required under section 217 (1) (a) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. J. P. Chaturvedi & Co., Chartered Accountants, Auditors of the Company, retires on conclusion of the ensuing Annual General Meeting. However, they are eligible for reappointment and members are requested to appoint the Auditors for the year 2010-2011 and fix their remuneration.

SECRETARIAL AUDIT REPORT

The Company has obtained Secretarial Audit Repot from M/s. Sarika Jajodia & Co., Company Secretaries in whole-time practice under section 383A of the Companies Act, 1956 and it forms part of the balance sheet

By Order of the Board of Directors

Parasmal Jain Purushottam Bohra Director Director

Mumbai: May 31,2010

REGISTERED OFFICE

Office No. 4, G. Floor, Ruby Mahal, 30D, Cawasji Patel Street, Fort, Mumbai 400 001.