Mar 31, 2015
Dear Members,
The Directors present the Twentieth Annual Report and Financial
Statements of the Company for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
Total Revenue 1286.73 1640.62
Less: Total Expenses 1355.55 1610.81
Profit / (Loss) before tax (68.82) 29.81
Less : Provision for Taxation
- Income Tax (3.70) 6.30
- Deferred Tax(Asset)/ Liability (9.68) 0.89
Profit / (Loss) After tax (55.44) 22.62
Balance of Profit/(Loss) as per last
Balance Sheet (134.72) (157.34)
Balance of Profit/(Loss) carried to
Balance Sheet (190.17) (134.72)
2. REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of Rs.
1286.73 as against Rs. 1640.62 Lacs in the previous year. The Loss
before tax was Rs. (68.82) as against Profit of Rs. 29.81 Lacs in the
previous year. The Loss after tax was Rs. (55.44) as against profit of
Rs. 22.62 Lacs in the previous year.
Your Company is undertaking active efforts towards accelerating the
growth speed and is optimistic about better performance in the future.
3. DIVIDEND:
In view of the accumulated losses, the Board of Directors do not
recommend payment of dividend for the year under review.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mrs. Benu Kampani, Whole-Time
Director of the Company, retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered herself for
re-appointment.
Your Board recommends the re-appointment of Mrs. Benu Kampani as Whole
Time Director of the Company.
Brief resume of the Director proposed to be re-appointed as stipulated
under Clause 49 of the Listing Agreement entered with the Stock
Exchange is given in the Notice convening 20th Annual General Meeting.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed under sub-section (6) of Section 149 of the Companies
Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock
Exchange.
In accordance with the provisions of Section 203 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Ravindra Kumar Sharma was appointed as a
Chief Financial Officer of the Company w.e.f. 31st March, 2015.
5. PUBLIC DEPOSIT:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.
6. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure I"
7. MEETINGS OF THE BOARD:
During the year under review, 8 (Eight) Board Meetings were convened
and held, the details of which are given in the Report on Corporate
Governance. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
8. ANNUAL PERFORMANCE AND BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a formal annual evaluation needs to be made by
the Board of its own performance and that of its Committees and
individual directors. Schedule IV of the Companies Act, 2013 states
that the performance evaluation of the independent directors shall be
done by the entire Board of Directors, excluding the director being
evaluated. The Board works with the Nomination and Remuneration
Committee to lay down the evaluation criteria.
The Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its
Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee of the Company. The Board has devised
questionnaire to evaluate the performances of each of Executive,
Non-Executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the
Board have from each of the Directors. The evaluation framework for
assessing the performance of Directors comprises of the following key
areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance;
iv. Providing perspectives and feedback going beyond information
provided by the management.
v. Ability to contribute to and monitor our corporate governance
practices
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013, your Directors confirm that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures; if any;
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 of the loss 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;
e. the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
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.
10. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the Report on
Corporate Governance and forms part of this Annual Report.
11. COMPOSITION OF AUDIT COMMITTEE AND OTHER DISCLOSURES:
The Audit Committee is duly constituted as per the provisions of
Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The composition of the Audit Committee is given in Report on
Corporate Governance as required under Clause 49 of the Listing
Agreement, which is annexed to this report.
The Audit Committee of the Company reviews the reports to be submitted
to the Board of Directors with respect to auditing and accounting
matters. It also supervises the Company's internal control and
financial reporting process.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013, the Company
has adopted a Vigil mechanism / Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any.
The Company had established a mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or
violation of our Code of Conduct and Ethics. The mechanism also
provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in the exceptional cases. The
details of the Vigil mechanism Policy is explained in the Report on
Corporate Governance and also posted on the website of the Company. We
affirm that during the financial year 2014-15, no employee or director
was denied access to the Audit Committee.
13. REMUNERATION POLICY:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on 31st March,
2015, the Board consists of 6 members, two of whom are executive or
whole-time directors, 3 are independent directors and 1 is non-
executive director. The Board periodically evaluates the need for
change in its composition and size. The details of Remuneration Policy
is stated in the Report on Corporate Governance.
14. RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy to
identify the risk, analyse and to undertake risk mitigation actions.
The Board of Directors regularly undertakes the detailed exercise for
identification and steps to control them through a well-defined
procedure.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements provided in this Annual Report.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors and Key
Managerial Personnel which may have a potential conflict with the
interest of the Company at large. The policy on Related Party
Transactions as approved by the Board is uploaded on the Company's
website at www.hic.in None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company. Accordingly, the
disclosure of Related Party Transactions as required under Section
134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or
court or tribunal, which impacts the going concern status of the
Company or will have bearing on company's operations in future.
18. STATUTORY AUDITORS:
M/s. P. P. Jayaraman & Co., Chartered Accountants, Mumbai
(FRN:104139W), were appointed as Statutory Auditors of your Company at
the last Annual General Meeting held on 27th September, 2014 for a term
of 3 consecutive years to hold office from the conclusion of 19th AGM
upto the Conclusion of 22nd AGM. As per provisions of Section 139 of
the Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
Your Directors recommend the ratification of appointment of M/s. P P.
Jayaraman & Co. as Statutory Auditors of the Company and to fix their
remuneration for the financial year ending 31st March, 2016.
19. AUDITORS' REMARKS:
With reference to the Qualified Audit Opinion given by the Statutory
Auditors' in their report,
a. In respect to Point 4a. in the Auditors Report regarding
Amortisation of Goodwill, the Management of the Company is of the
opinion that Goodwill has a life of 25 years and accordingly the
Company has written off goodwill for 3 years and 3 months.
b. In respect to Point 4b. in the Auditors Report regarding debit or
credit balances, the Management is of the opinion this amounts are
realizable and payable at the amount stated in the Company's amounts.
20. COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, the Board of
Directors of the Company has appointed M/s. S. Poddar & Co., Cost
Accountants, Mumbai as Cost Auditors of the Company to conduct audit of
cost records for the financial year 2014-15, at a remuneration of Rs.
60,000/-. The Company had obtained the members' approval for payment
of above remuneration to the Cost Auditor. However as per the
provisions of Companies (Cost Records and Audit) Rules, 2014 notified
on 30th June, 2014 as amended, the Company is not required to appoint
Cost Auditors for the financial year 2014-15 onwards.
21. INTERNAL AUDITOR:
The Company has appointed Mr. Kintali T. Nageswar Rao, Chartered
Accountants, Navi Mumbai as its Internal Auditor. The Internal Auditor
has given his reports on quarterly basis to the Audit Committee.
Based on the report of internal audit, management undertakes corrective
action in their respective areas and thereby strengthen the controls.
22. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Manish Ghia &
Associates, Company Secretaries, Mumbai to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith
as "Annexure II".
With respect to observations made by Secretarial Auditor regarding
non-appointment of Company Secretary (CS), the Company is in process of
appointing CS.
23. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial personnel
Rules, 2014, details of the ratio of remuneration of each Director to
the median employee's remuneration are appended to this report as
"Annexure III".
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of
Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
24. PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo is stated below: CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, details regarding
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy - The Operations of
the Company do not consume energy intensively. However, Company
continues to implement prudent practices for saving electricity and
other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of
energy - Though the activities undertaken by the Company are not energy
intensive, the Company shall explore alternative sources of energy, as
and when the necessity arises.
c. The capital investment on energy conservation equipment - Nil
B. Technology Absorption
a. The efforts made towards technology absorption - The Company
continues to take prudential measures in respect of technology
absorption, adaptation and take innovative steps to use the scarce
resources effectively.
b. The benefits derived like product improvement, cost reduction,
product development or import substitution - Not Applicable
c. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - Not
Applicable
d. The expenditure incurred on Research and Development - Not
Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under
review are as follows:
(Rs. in Lacs)
Particulars Year ended Year ended
31st March, 2015 31st March, 2014
Foreign exchange earning Nil Nil
Foreign exchange Outgo 240.08 208.44
25. STOCK EXCHANGE:
The Equity Shares of the Company are listed at BSE Limited. The Company
has paid the Annual listing fees for the year 2015-16 to the said Stock
Exchange.
26. REPORT ON CORPORATE GOVERNANCE :
Pursuant to the provisions of Clause 49 of the Listing Agreement
entered into with the BSE Limited, the following have been made a part
of the Annual Report:
* Management Discussion and Analysis
* Report on Corporate Governance
* Certificate regarding compliance of conditions of Corporate
Governance
27. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
adopted a Policy on prevention, prohibitioN and redressal of sexual
harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. There was no complaint
on sexual harassment during the year under review.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their warm
appreciation and acknowledge with gratitude the assistance,
co-operation and support extended to your Company by bankers, clients,
employees as well as the investing community and look forward to their
continued support.
By order of the Board of Directors
For Yuvraaj Hygiene Products Limited
Place: Navi Mumbai Vishal Kampani Benu Kampani
Date: 14th August, 2015 Managing Director Whole Time Director
Mar 31, 2014
The Members,
Yuvraaj Hygiene Products Limited
The Directors have pleasure in presenting the Nineteenth Annual Report
and Financial Statements of the Company for the year ended 31s* March,
2014.
FINANCIAL HIGHLIGHTS:
(Rs in Lacs)
Particulars Year Ended 31.03.2014 Year Ended 31.03.2013
Total Revenue 1640.62 1246.27
Less : Total Expenses 1610.81 1152.82
Profit/(Loss)beforetax 29.81 93.44
Less : Provision forTaxation
- Income Tax 6.30 16.20
-Deferred Tax(Asset)/ Liability 0.89 7.43
Profit/(Loss)Aftertax 22.62 69.81
BalanceofProfit/(Loss)asperlast (157.34) (227.15)
Balance of Profit/(Loss) carried (134.72) (157.34)
to Balance Sheet
REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of Rs.
1640.62 Lacs as against Rs. 1246.27 Lacs in the previous year. The Profit
before tax was Rs. 29.81 Lacs as against Profit ofRs. 93.44 Lacs in the
previous year. The Profit after tax was Rs. 22.62 Lacs as against profit
ofRs. 69.81 Lacs in the previous year.
Your Company is undertaking active efforts towards accelerating the
growth speed and is optimistic about better performance in the future.
DIVIDEND:
In order to conserve the financial resources for the future growth, the
Board of Directors do not recommend any payment of Dividend for the
year under review.
DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mr. Ankur Kampani, Director
retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. Your Board recommend
the Apppointment of Mr. Ankur Kampani as Directors of the Company.
In terms of provisions of Section 149 and 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014
which became effective from 1st April, 2014, an Independent Director of
a Company can be appointed for a term of 5 consecutive years and shall
not be liable to retire by rotation.
To comply with the above provisions, it is proposed to appoint Mr.
Rajeev Kharbanda, Mr. Praful Hande and Mr. Sunil Shah, Independent
Directors of the Company to hold office as such upto 31st March, 2019,
who shall not be liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under sub-Section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement entered with
the Stock Exchanges. Your Board recommends for their appointment as
Independent Directors of the Company in terms of the provisions of the
Companies Act, 2013.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any public
deposit within the meaning of Section 58A of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 the Board of Directors of the Company hereby confirms that:
i. The applicable Accounting Standards have been followed and proper
explanations relating to the material departures have been given
wherever necessary;
ii. 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 ended on 31st March,
2014 and of the profit of the Company for that period;
iii. 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 frauds and other irregularities;
iv. The Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS:
M/s. P.P. Jayaraman & Co., Chartered Accountants, Mumbai (FRN: 104139W)
the Statutory Auditors of your Company hold office up to the conclusion
of the ensuing Annual General Meeting and are eligible for
re-appointment. The Company has received a letter from them regarding
their willingness to act as Statutory Auditors of the Company. The
Company has also received a certificate from them to the effect that
their re- appointment, if made, would be in compliance with the
conditions as prescribed under Section 139 of the Companies Act, 2013
and they satisfy the criteria as provided under Section 141 of the Act.
Your Directors recommend the re-appointment of M/s. P. P. Jayaraman &
Co., Chartered Accountants, Mumbai (FRN: 104139W) as Statutory Auditors
of the Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of next Annual General Meeting of
the Company and to audit Financial Statements for the financial year
2014-2015.
AUDITORS'' REMARKS:
With reference to the Qualified Audit Opinion given by the Statutory
Auditors'' in their report, the Board of Directors would like to state
that the Company has a policy not amortising the Goodwill, however to
comply with the provisions of Accounting Standards, the Company will
start amortising Goodwill from the financial year 2014-15.
COST AUDITORS:
Pursuant to the provisions of Section 233B of the Companies Act, 1956
and in terms of Circular No. 52/26/CAB-2010 dated 6th November, 2012
issued by the Ministry of Corporate Affairs, Cost Audit Branch, the
Company, with the prior approval of the Central Government, has
appointed M/s. S. Poddar & Co., Cost Accountants, Mumbai as Cost
Auditors of the Company for audit of the cost accounting records of the
financial year 2013-14.
As per the provisions of Section 148 of the Companies Act, 2013 read
with Companies (Audit and Auditors) Rules, 2014, the Board of Directors
of the Company has appointed M/s. S. Poddar & Co., Cost Accountants,
Mumbai as Cost Auditors of the Company to conduct the cost Audit for
the financial year 2014-2015, on a remuneration ofRs. 60,000/- (Rupees
Sixty Thousand only) plus service tax and out of pocket expenses. The
approval of the shareholders is sought for payment of remuneration to
said Cost Auditors.
CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
BSE Limited, the following have been made a part of the Annual Report
and are attached to this report:
- Management Discussion and Analysis Report
- Corporate Governance Report
- Certificate regarding compliance of conditions of Corporate
Governance
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted an Internal Complaint Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year, no complaint was
made before the Committee.
PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as
prescribed under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended; hence no such particulars are furnished.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirement of clause (e) of sub-Section (1) of
Section 217 of the Companies Act, 1956 regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earning and Outgo,
read along with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is as follows:
(a) Conservation of Energy:
The Company continues to implement prudent practices for saving
electricity and other energy resources in day to day activities.
However, considering the business activities carried out by the
Company, your Directors have nothing to report with respect to
Conservation of Energy.
(B) ResearchandDevelopment:
The Company has not carried out any specific research activity and so
no benefit has been derived from it.
(C) Technology absorption, adoption and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adoption and take innovative steps to use the
scare resources effectively.
(D) Foreign Exchange Earning and Outgo :
The Particulars of Foreign Exchange and Outgo for the year under review
are as follows: (Rsin Lacs)
Particulars Year ended Year ended
31st March 2014 31st March 2013
Foreign Exchange earning Nil Nil
Foreign Exchange Outgo 208.44 426.40
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their warm
appreciation and acknowledge with gratitude the assistance,
co-operation and support extended to your Company by bankers, clients,
employees as well as the investing community and look forward to their
continued support.
For and on Behalf of the Board of Directors
Place: Navi Mumbai Vishal Kampani Benu Kampani
Date: 13th August, 2014 Managing Director Whole Time Director
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the Eighteenth Annual Report
together with Audited Financial Statement of Accounts of your Company
for the year ended 31st March, 2013.
FINANCIAL RESULTS:
The financial results for the year ended 31st March, 2013 are as under
:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March, 2013 31st March, 2012
Total Revenue 1246.27 888.80
Less : Total Expenses 1152.82 1026.88
Profit / (Loss) before tax 93.44 (138.08)
Less : Provision for Taxation
Income Tax 16.20 0.50
Deferred Tax(Asset) /
Liability 7.43 2.56
Profit / (Loss) After tax 69.81 (141.14)
Balance of Profit / (Loss) as
per last Balance Sheet (227.15) (85.96)
Balance of Profit / (Loss)
carried to Balance Sheet (157.34) (227.15)
REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of"
1246.27 Lacs as againstRs. 888.80 Lacs in the previous year. The
Profit before tax wasRs. 93.44 Lacs as against Loss ofRs. 138.08 Lacs
in the previous year. The Profit after tax wasRs. 69.81 Lacs as against
Loss ofRs. 141.14 Lacs in the previous year.
Your Company is undertaking active efforts towards accelerating the
growth speed and is optimistic about better performance in the future.
DIVIDEND:
In order to conserve the financial resources for the future growth, the
Board of Directors do not recommend any payment of Dividend for the
year under review.
DIRECTORS:
In accordance with the provisions of Section 256 of the Companies Act,
1956 and the Articles of Association of the Company, Mr. Praful Hande,
Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for
re-appointment and your Board recommends his re-appointment.
The Board of Directors in its meeting held on 28th May, 2013 increased
the remuneration payable to Mr. Vishal Kampani, Managing Director of
the Company to Rs. 80,000/- for the remaining period of his tenure
w.e.f 1st April, 2013 to 10th April, 2017, subject to approval of
members in general meeting. The Board of Directors recommends the
revision in remuneration payable to him for your approval.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 217 (2AA) of the
Companies Act 1956, your Directors hereby state and confirm that:
i. in the preparation of the Annual Accounts for the year ended 31st
March,2013, the applicable Accounting Standards have been followed and
no material departures have been made from the same;
ii. 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 as at 31st March, 2013 and of the profit of the Company
for the year ended on that date;
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; and
iv. the directors have prepared the Annual Accounts for the financial
year ended 31st March, 2013 on a "Going Concern" basis.
AUDITORS:
M/s. P. P. Jayaraman and Co., Chartered Accountants, Mumbai (FRN:
104139W), the Statutory Auditors of the Company hold office up to the
conclusion of the ensuing Annual General Meeting of the Company. The
Company has received a letter from them to the effect that their
re-appointment, if made, would be in conformity with the provisions of
Section 224(1B) of the Companies Act, 1956.
The Board recommends the re-appointment of M/s. P. P. Jayaraman and Co,
Chartered Accountants, as Statutory Auditors of the Company to hold
office from the conclusion of ensuing Annual General Meeting upto the
conclusion of next Annual General Meeting of the Company.
AUDITORS'' REPORT:
In reference to point No. 10(a) of Annexure to the Auditors'' Report,
the Board of Directors would like to state that the Company is in
process of making payments of outstanding dues to statutory
authorities.
COST AUDITORS:
In terms of Order No. 52/26/CAB-2010 dated 24th January, 2012, issued
by the Ministry of Corporate Affairs, M/s. S. Poddar & Co, Partnership
Firm, Practicing Cost Accountants, Mumbai have been appointed as ''Cost
Auditors'' of the Company for the year 2012-13 for conducting audit of
cost accounts of the Company.
PUBLIC DEPOSITS:
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and rules
made thereunder during the year ended 31st March 2013.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, Reports on Management
Discussion and Analysis and Corporate Governance alongwith a
certificate of compliance from the Practising Company Secretary are
attached hereto and form part of this Report.
PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as
prescribed under the provisions of Section 217 (2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
as amended, hence no such particulars are furnished.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirements of clause (e) of Sub-section (1)
of Section 217 of the Companies Act, 1956) regarding conservation of
Energy, Technology Absorption and Foreign Exchange earnings and outgo,
read along with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is as follows:
(A) Conservation of Energy:
The Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.
However, considering the business activities carried out by the
Company, your directors have nothing to report with respect to
conservation of energy.
(B) Research and Development:
The Company has not carried out any specific research activity and so
no benefit has been derived from it.
(C) Technology absorption, adaptation and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their warm
appreciation and acknowledge with gratitude the assistance,
co-operation and support extended to your Company by bankers, clients,
employees as well as the investing community and look forward to their
continued support.
For and on Behalf of the Board of Directors
Place: Navi Mumbai Vishal Kampani Benu Kampani
Date : 12th August, 2013 Managing Director Whole Time Director
Mar 31, 2010
The Directors hereby present the Fifteenth Annual Report together with
Audited Statement of Accounts for the year ended 31 st March 2010.
FINANCIAL RESULTS
The financial results for the year ended 31st March 2010 are as under:
(Rs. in Lakhs)
Year ended Year ended
31/03/2010 31/03/2009
Sales and other income 0.00 0.00
Profit (Loss) before Interest,
dep,tax, extraordinary items &
exceptional items (4.35) (2.07)
Depreciation 0.07 0.07
Exceptional Items # 9.87 0.00
Profit/(Loss) during the year (14.29) (2.14)
(#) Bad Debts written off.
Review of Operations
During the year the company the company could not carry on any business
activity pending restructuring plans. The shareholders have approved
issuing 2.70 crores equity shares on preferential basis to augment the
restructuring needs of the company.
The company has received the approval of Honble High Court of Andhra
Pradesh for the reduction of share capital under section 101 to 104 of
the Companies Act, 1956 and reduced the share capital by 90% to Rs.
46,18,400 divided into 46,18,400 Rs.1/- each. The reduced amount of
share capital of Rs. 4,15,65,600/- together with Capital Reseve of Rs.
1,05,77,000 and Share Premium of Rs. 2,01,79,876/- has been set off
against the accumulated losses to the extent of Rs.7,23,22,476/-
DEPOSITS
Your Company has not accepted any fixed deposits during the period
under review.
DIRECTORS
Sri. VS Raju and Sri P Ramayya Naidu, Directors of the company,
resigned due to their preoccupations w.e.f. July 15, 2010. The Board
noted their valuable contributions to the company throughout their
tenure and wishes them good health and well being.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) they 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 as at 31st March, 2010 and of the loss of the Company for
the year ended on that date.
iii) They 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) they have prepared the annual accounts on a going concern basis.
AUDITORS
M/s. GMK Associates, Chartered Accountants, Auditors of the Company,
retires at the ensuing Annual General Meeting and are eligible for re-
appointment.
INDUSTRIAL RELATIONS
The Industrial relations during the year under review remained cordial.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are required to be disclosed
pursuant to Section 217 (2A) of the Companies Act, 1956, read with
Companies (particulars of employees) Rules, 1975 as amended from time
to time.
CONSERVATION OF ENERGY ETC.
Information regarding Energy conservation, Technology Absorption,
Foreign Exchange Earnings and outgo, in accordance with Section 217(1
)(e) of the Companies Act, 1956, read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules 1988, forming
part of the Directors Report for the year ended 31.03.2010, is as
follows:
A) Conservation of Energy:
Efforts for conservation of energy are an on- going process in the
Company.
B) Disclosure of particulars with respect to absorption:
a) Research & Development
There is no specific research activity carried out by the Company.
b) Technology absorption, adaptation and innovation:
Efforts, in brief, made towards technology absorption, adaptation and
innovation.
The Company has made necessary efforts to improve the manufacturing
process of certain fan components suitable to Indian Conditions.
Benefits derived as a result of the above efforts: e.g. Product
improvement, cost reduction, product development, import substitution
etc.
Improved capability to manufacture high capacity fans for various
industries.
c) Information in case of imported technology:
Technology Impaled
Nil
Year of import
NA
Has technology been fully absorbed?
NA
If not fully absorbed, areas where this has not taken place, reasons
therefor and future plans of action.
NA
c) Foreign Exchange earnings Nil
d) Foreign Exchange outgo Nil
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co- operation and
assistance given by the shareholders of the Company, business
associates and various Government and Non- Government Departments
during the year under review.
By Order of the Board
for Intensive Air Systems Ltd.
Place : Hyderabad V.S. Raju
Date : 21/07/2010 Chairman