Mar 31, 2014
Dear Members,
The Board of Directors of your Company has immense pleasure in
presenting the 20th Annual Report of the Company along with Audited
Accounts and the Auditors'' Report for the Financial Year ended March
31,2014.
FINANCIAL RESULTS
The highlights of the Financial Results of the Company for the
Financial Year(s) 2012-13 and 2013-14 are as under:
Particulars Financial Year Financial Year
2013-14 2012-13
Sale & Other Income 2306.77 2238.77
Profit before Depreciation 402.62 365.70
Profit before Tax 134.94 155.60
Income Tax Provision 35.13 38.58
Deferred Tax liability 32.57 13.84
Profit after Tax 103.06 130.86
REVIEW OF PERFORMANCE
The Net Profit for the year ended 31 st March, 2014 was Rs.103.06 Lac.
Your Company is planning for expansion of its business activities and
new initiatives in diversifying fields. Your company is firmly looking
for the business opportunity through the strategic alliances, tie ups
and Joint venture in related business areas.
DIVIDEND
Keeping in view the future expansion plans and capital requirements of
the Company, the Board of your Company decided to conserve cash flow by
not recommending any Dividend for the period under review.
DIRECTORS
In the accordance with the provisions of the Companies Act, 1956 and
the Articles of Association of the company, Mr. Sushil Aggarwal,
Director will retire by rotation at the ensuing Annual General Meeting
and being eligible offering himself for re appointment
The brief Resume of the Director proposed to be appointed/re-appointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and
Memberships/Chairmanships of Board Committees and Number of Shares held
in the Company, as stipulated under Clause 49 IV (G) of the Listing
Agreement, are enclosed with the notice.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the Year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
FIXED DEPOSITS
During the Year under review, your Company has neither invited nor
accepted any deposits from public within the meaning of Section 58A and
58AA of the Companies Act, 1956 read with Companies (Acceptance of
Deposit) Rules, 1975
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. The Listing fees for the Financial Year 2013-14 have been paid
to the Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO:
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 217(1 )(e) of the
Companies Act, 1956 read with Companies'' (Disclosures of Particulars in
the Report of the Board of Directors) Rules, 1988 regarding
Conservation of Energy and Technology Absorption are not applicable to
the Company. The Company mainly deals in domestic market and has NIL
sales on account of exports, thereby resulting Nil foreign exchange
earnings and outgo during the Financial Year 2013-14.
PARTICULAR OF EMPLOYEES
During the year under review, none of the employees of the company was
in receipt of remuneration for the Year which was more than the limit
prescribed under Sub-Section (2A) of Section 217 of the Companies Act,
1956 read with Companies (Particular of Employees) Rules, 1975 and
hence no particulars are required to be disclosed in this report
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
and Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanation
obtained by them and save as mentioned elsewhere in this Report, the
attached Annual Accounts and the Auditors'' Report thereon, your
Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, wherever applicable;
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 as on March 31,2014, 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d) The Directors have prepared the Annual Accounts for the Financial
Year ended 31st March, 2014 on a ''going concern'' basis.
e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company believes that the Corporate Governance is at the heart of
the Shareholder value creation and committed to conduct the business of
your Company with the highest level of integrity and transparency.
As per Clause 49 of the Listing Agreement with the Stock Exchange, as
separate section on Corporate Governance forms part of the Annual
Report.
A Certificate from Statutory Auditors confirming the conditions on
compliance as mentioned under Clause 49 of the Listing Agreement is
given as Annexure to the Corporate Governance Report.
AUDITORS
M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors
of the Company at the conclusion of the ensuing Annual General Meeting
and being eligible, offers themselves for re-appointment.
The Company has received a certificate from the Auditors to the effect
that their re-appointment if made would be in the limits prescribed
under the Section 141 (3) (g) of the Companies Act, 2013 and they are
not disqualified for appointment.
AUDITORS'' REPORT
The Observations of the Statutory Auditors in their report read
together with the Notes on Accounts are self explanatory and therefore,
do not call for any further explanation.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory
Bodies, stakeholders including Financial Institutions, Distributors and
other business associates who have extended their valuable sustained
support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all
executives, officers and staff at all levels of the Company. We look
forward to your continued support in the future.
For and on behalf of Board of Directors
For ACE EduTrend Limited
Sd /-
Place: New Delhi Shweta Chaturvedi
Dated: 10.07.2014 Company Secretary
Mar 31, 2012
To, The Members,
The Board of Directors of your Company has immense pleasure in
presenting the 18th Annual Report of the Company along with Audited
Accounts and the Auditors' Report for the Financial Year ended March
31, 2012.
FINANCIAL RESULTS
The highlights of the Financial Results of the Company for the
Financial Year(s) 2010-11 and 2011-12 are as under:
(Amount in Lac)
Particulars Financial
Year Financia
Year
2011-12 2010-11
Sale & Other Income 2042.17 2391.72
Profit before Depreciation 427.20 350.64
Profit before Tax 15.12 99.83
Income Tax Provision 30.26 23.66
Deferred Tax liability 29.34 12.89
Profit after Tax 11.80 63.28
REVIEW OF PERFORMANCE
The Company earned a Profit after Tax of Rs. 11.80 Lac during the year.
Your Company is firmly looking for the business opportunities and
diversification plans through the strategic alliances, tie ups and
Joint venture in related business areas.
DIVIDEND
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and do not recommend any dividend for the
year ended 31st March, 2012.
DIRECTORS
Due to some pre-occupations, Prof. Y.D Pande, Independent Director has
resigned from the Board w.e.f. 14th February, 2012. The Board placed on
record their appreciation for the contribution made during the tenure.
In terms of the provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company, Prof. H.P Garg, was
appointed as an Additional Director of the Company w.e.f. 1st July,
2012 and shall hold office till the date of the ensuing Annual General
Meeting. Your Company has received notices in writing proposing their
candidature along with the requisite deposit pursuant to the provisions
of Section 257 of the Companies Act, 1956.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Sushil Aggarwal, Director
will retire by rotation at the ensuing Annual General Meeting and being
eligible offering himself for re appointment.
The brief Resume of the Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas
and names of companies in which they hold directorships and
Memberships/Chairmanships of Board Committees and Number of Shares held
in the Company, as stipulated under Clause 49 IV (G) of the Listing
Agreement, are enclosed with the notice.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the Year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. The Listing fees for the Financial Year 2012-13 have been paid
to the Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO:
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 217(1)(e) of the
Companies Act, 1956 read with Companies' (Disclosures of Particulars in
the Report of the Board of Directors) Rules, 1988 regarding
Conservation of Energy and Technology Absorption are not applicable to
the Company. The Company mainly deals in domestic market and has NIL
sales on account of exports, thereby resulting Nil foreign exchange
earnings and outgo during the Financial Year 2011-12.
PARTICULAR OF EMPLOYEES
During the year under review, none of the employees of the company was
in receipt of remuneration for the Year which was more than the limit
prescribed under Sub-Section (2A) of Section 217 of the Companies Act,
1956 read with Companies (Particular of Employees) Rules, 1975 and
hence no particulars are required to be disclosed in this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
and to the best of their knowledge and belief and according to the
information and explanation obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors' Report thereon, your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, wherever applicable;
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 as at March 31, 2012, 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d) The Directors have prepared the Annual Accounts for the Financial
Year ended 31st March, 2012 on a 'going concern' basis.
CORPORATE GOVERNANCE
Your Company believes that Corporate Governance report is a key element
in improving efficiency, transparency, accountability and growth as
well as enhancing investor confidence. As per clause 49 of the Listing
Agreement with the Stock Exchange, a separate section on Corporate
Governance forms part of the Annual Report.
A Certificate from Statutory Auditors confirming the conditions on
compliance as mentioned under Clause 49 of the Listing Agreement is
given as Annexure to the Corporate Governance Report.
STATUTORY AUDITORS
M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors
of the Company at the conclusion of the ensuing Annual General Meeting
and being eligible, offers themselves for re- appointment.
The Company has received a certificate from the Auditors to the effect
that their re-appointment if made would be in the limits prescribed
under the Section 224(1B) of the Companies Act, 1956.
AUDITORS' REPORT
The Observations of the Statutory Auditors in their report read
together with the Notes on Accounts are self explanatory and therefore,
do not call for any further explanation.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude to the Bankers,
Shareholders, Stock Exchanges SEBI, Registrar of Companies, various
other Government Departments and its valued business associates for
their continuous support and co-operation extended at all levels Your
Directors also acknowledge the constructive suggestions received from
Statutory Auditors.
Your Directors would also like to take this opportunity to express
their appreciation for hard work and the unstinting efforts by the
employees of the Company and look forward for their continued support
in future.
For and on behalf of Board of Directors
For ACE EduTrend Limited
Sd/-
Place : New Delhi Sushil Aggarwal
Date : 31.08.2012 Chairman
Mar 31, 2011
The Members,
ACE EduTrend Limited
New Delhi
The Board of Directors of your Company has immense pleasure in
presenting the 17th Annual Report of the Company along with Audited
Accounts and the Auditorsà Report for the Financial Year ended 31st
March, 2011.
FINANCIAL RESULTS
The highlights of the Financial Results of the Company for the
Financial Year(s) 2010-11 and 2009-10 are as under:
(Amount in Lac)
Particulars Financial Year Financial Year
2010-11 2009-10
Sales & Other Income 2391.72 124.46
Profit before Depreciation 350.64 19.45
Profit before Tax 99.83 2.23
Income Tax Provision 23.66 0.37
Deferred Tax liability 12.89 0.25
Profit after Tax 63.28 1.61
REVIEW OF PERFORMANCE
During the year under review, Turnover of the Company was Rs. 2391.72
Lac against Rs. 124.46 Lac in the previous year. Your Company is firmly
looking for business opportunities through strategic alliances, tie-
ups and Joint Ventures in related business areas.
The Net Profit for the year ended 31st March, 2011 was Rs. 63.28 Lac.
Your Company is planning for expansion of its business activities and
new initiatives in diversifiying fields.
DIVIDEND
Keeping in view the future expansion plans and capital requirements of
the Company, the Board of your Company decided to conserve cash flow by
not recommending any Dividend for the period under review.
CHANGE IN NAME OF THE COMPANY
As the management foresee the business prospects and long-term growth
of the Company, it has been considered appropriate by the management to
change the name of the Company by obtaining necessary approvals to make
the name of the Company in consonance with the present business
activity. Accordingly, the name of the Company has been changed to ACE
Edutrend Limited w.e.f. 28th October, 2010.
The Shareholders are requested to take note of the same and make future
communications with the new name of the Company.
DIRECTORS
Mr. V.P. Narula who had been on the Board since long, ceased to be the
Director of the Company, due to retirement at the Annual General
Meeting, held on 14th June, 2010, in accordance with the provisions of
the Companies Act, 1956. Mr. B.S. Goyal who was appointed as an
Independent Director resigned from the Board w.e.f. 14th June, 2010,
due to some pre- occupations. The Board of Directors placed on record
their appreciation for the contribution made during the tenure.
The Board of Directors subject to the approval of the Members of the
Company accorded their approval for appointment of Mr. Chander Prakash
Batra and Mr. S.K. Das as Whole Time Director for a period of 1 Year
w.e.f. 10th July, 2010 and 11th November, 2010 respectively. Further,
Mr. S.K. Das had resigned as Whole Time Director of the Company w.e.f.
1st March, 2011.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company, Prof. M.S. Sodha and Prof.
L.K. Maheshwari, were appointed as Additional Directors of the Company
w.e.f. 26th August, 2010 ans shall hold
office till the date of the ensuing Annual General Meeting. Your
Company has received notices in writing proposing their candidature
along with the requisite deposit pursuant to the provisions of Section
257 of the Companies Act, 1956.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. G.N. Gupta, Director will
retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Further, Mr. Chander Prakash Batra, Whole Time Director also resigned
from the Directorship of the Company w.e.f. 16th May, 2011.
The brief Resume of the Directors proposed to be
appointed/re-appointed, nature of their expertise in specific
functional areas and names of companies in which they hold
directorships and Memberships/ Chairmanships of Board Committee and
Number of Shares held in the Company, as stipulated under Clause 49 IV
(G) of the Listing Agreement, are enclosed with the notice.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The ManagementÃs Discussion and Analysis Report for the Year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
DEPOSITS
During the year under review, your Company has neither invited nor
accepted any deposits from public within the meaning of Section 58A and
58AA of the Companies Act, 1956 read with Companies (Acceptance of
Deposit) Rules, 1975
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. The Listing fees for the Financial Year 2011-12 have been paid
to the Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 217(1)(e) of the
Companies Act, 1956 read with Companiesà (Disclosures of Particulars in
the Report of the Board of Directors) Rules, 1988 regarding
Conservation of Energy and Technology Absorption are not applicable to
the Company. The Company mainly deals in domestic market and has NIL
sales on account of exports, thereby resulting Nil foreign exchange
earnings and outgo during the Financial Year 2010-11.
PARTICULARS OF EMPLOYEES
During the year under review, none of the Employees of the Company was
in receipt of Remuneration for the Year which was more than the limit
prescribed under Sub-section (2A) of Section 217 of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 and
hence no particulars are required to be disclosed in this Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
and to the best of their knowledge and belief and according to the
information and explanation obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditorsà Report thereon, your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, wherever applicable;
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 as at 31st March, 2011, 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d) The Directors have prepared the Annual Accounts for the Financial
Year ended 31st March, 2011 on a Ãgoing concernà basis.
CORPORATE GOVERNANCE
Your Company believes that the Corporate Governance is at the heart of
the Shareholder value creation and committed to conduct the business of
your Company with the highest level of integrity and transparency.
As per Clause 49 of the Listing Agreement with the Stock Exchange, a
separate section on Corporate Governance forms part of the Annual
Report.
A Certificate from Statutory Auditors confirming the conditions on
compliance as mentioned under Clause 49 of the Listing Agreement is
given as Annexure to the Corporate Governance Report.
AUDITORS
M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors
of the Company at the conclusion of the ensuing Annual General Meeting
and being eligible, offers themselves for re-appointment.
The Company has received a certificate from the Auditors to the effect
that their re-appointment if made would be in the limits prescribed
under the Section 224(1B) of the Companies Act, 1956.
AUDITORSÃ REPORT
The Observations of the Statutory Auditors in their report read
together with the Notes on Accounts are self explanatory and therefore,
do not call for any further explanation.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory
Bodies, stakeholders including Financial Institutions, Distributors and
other business associates who have extended their valuable sustained
support and encouragement during the year.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all
executives, officers and staff at all levels of the Company. We look
forward to your continued support in the future.
For and on behalf of Board of Directors
For ACE EduTrend Limited
Sd/-
Sushil Aggarwal
Chairman
Place: New Delhi
Date : 16th May, 2011
Mar 31, 2010
The Board of Directors of your Company have immense pleasure in
presenting the 16th Annual Report of the Company along with Audited
Accounts and the Auditors Report for the Financial Year ended March
31, 2010.
FINANCIAL RESULTS
The highlights of the financial results of the Company for the
Financial Year(s) 2009-10 and 2008-09 are as under
(Amount in Rs.)
Particulars Financial Year Financial Year
2009-10 2008-09
Sale & Other Income 1,24,45,868 56,88,239
Profit before Depreciation 19,44,981 11,39,634
Profit before Tax 2,23,489 1,12,527
Income Tax Provision 36,844 12,626
FBT Provision - 3,859
Deferred Tax liability 25,390 6,02,951
Profit after Tax 1,61,255 (5,06,908)
REVIEW OF PERFORMANCE
During the year under review, Turnover went up from Rs. 56,88,239
(Fifty Six Lacs Eighty Eight Thousand Two hundred Thirty Nine only) in
FY. 2008-09 to Rs. 1,24,45,868 (One Crore Twenty Four Lac Forty Five
Thousand Eight hundred Sixty Eight only) in FY. 2009-10, recording a
growth of 118 percent. The Profit before depreciation, is Rs 19,44,981
in F.Y. 2009-10, with an increase of 71 percent over the preceding
year.
DIVIDEND
Keeping in view the future expansion plans and capital requirements of
the Company, the Board of your company decided to conserve cash flow by
not recommending any Dividend for the period under review.
CHANGE IN CONTROL OVER THE MANAGEMENT
During the period under review, pursuant to the provisions of
Regulation 12 of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
the Change in control of the Management and affairs of your company is
absolutely transferred to Mr Gajanand Gupta and Mr. Sushil Aggarwal in
place of Mr. Ved Prakash Narula and Ms. Mamta Narula.
CHANGES IN CAPITAL STRUCTURE
During the Financial Year ended March 31, 2010, the Authorised Share
Capital of the Company was re- classified on 26th March 2010, by
cancelling 20,00,000 (Twenty Lacs) 16% Redeemable Preferences Shares of
Rs. 10/- (Rs Ten Only) each aggregating to Rs. 2,00,00,000 (Rs Two
Crores Only) and creating 20,00,000 (Twenty Lacs) Equity Shares of Rs.
10/- (Rs. Ten Only) each aggregating to Rs. 2,00,00,000 (Rs. Two Crores
Only) which shall be ranking pari passu with the existing Equity
Shares. Further, the Authorised Capital of the Company has also been
increased to Rs. 25,00,00,000 (Rs Twenty Five Crore only) by creating
1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rs. Ten
Only) each aggregating Rs 15,00,00,000/- (Rs Fifteen Crore Only) which
shall be ranking pari passu with the existing Equity Shares.
Further, the Board of Directors in their meeting held on 5th May, 2010
allotted 60,00,000 fully paid Equity Shares of Rs. 10/- (Rs. Ten Only)
each to the various strategic investors on the conversion of warrants.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The registered office of the Company has been shifted to 10178/304A,
Ravindera Plaza, Abdul Aziz Road, New Delhi-110005 w.e.f 17th April,
2010. The members are requested to make communications with the Company
at the new office of the Company.
VENTURING INTO NEW LINE OF BUSINESS ACTIVITIES & CHANGE IN OBJECT
CLAUSE OF THE MEMORANDUM OF ASSOCIATION:
As you are aware that the Company had been doing the business of Media
and your new management has decided to explore possibilities in
Education sectors exploring new line of business activities relating to
Higher and Vocational education. The Object Clause of the Memorandum of
Association of the Company has been amended accordingly.
DIRECTORS
Consequent upon the change in control and management of your Company,
Mr. Virender Kumar, Independent Director & Ms. Mamta Narula, Promoter
Director, resigned from the directorship w.e.f 2nd April, 2010. Mr.
V.P. Narula, has resigned from the office of Managing Director w.e.f.
10th April 2010.
Pursuant to the provisions of Section 255 of the Companies Act, 1956,
Mr. Gajanand Gupta and Mr. Sushil Aggarwal were appointed as Director
of the Company w.e.f.2nd April 2010.Further, pursuant to provisions of
Section 255 and 256 of the Companies Act, 1956, Mr. V.P. Narula shall
retire by rotation at the ensuing Annual General Meeting of your
Company.
Pursuant to the Provisions of Section 260 of the Companies Act, 1956
and Articles of Association of the Company Mr.Yamuna Dhar Pande and Mr.
Chandra Prakash Batra were appointed as Additional Directors of the
Company and shall hold office until the date of the ensuing Annual
General Meeting. Your Company has received a notice in writing
proposing their candidature along with the requisite deposit pursuant
to the provisions of Section 257 of the Companies Act, 1956.
The brief resume of the Directors proposed to be appointed or
re-appointed, nature of their expertise in specific functional areas
and names of companies in which they hold directorships and
memberships/ chairmanships of Board Committees and number of shares
held in the company, as stipulated under Clause 49 IV (G) of the
Listing Agreement, are enclosed with the notice.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Year, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming-part of the
Annual Report.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956
read with Companies (Acceptance of Deposit) Rules, 1975 during the year
under review.
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. The annual listing fees for the financial year 2010-11 has
been duly paid to the Exchange.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosures of Particulars in
the Report of the Board of Directors) Rules, 1988 regarding
Conservation of Energy and Technology Absorption are not applicable to
the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Sr. Particulars For the Period ended For the Period ended
No. 31st March, 2010 31st March, 2009
I Earning Nil Nil
II Outgo Nii Nil
The Company mainly deals in domestic market and has NIL sales on
account of exports during the Financial Year 2009-10.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, wherever applicable;
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 as at March 31, 2010, and of the profit of the Company
for the year.
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; and
d) The Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Your Company believes that the Corporate Governance is at the heart of
the Shareholder value creation and committed to conduct the business of
your company with the highest level of integrity and transparency. The
commitment of your company is clearly reflected in the business
activities of the company. The governance practices of your Company are
described separately in the "Corporate Governance Report" section to
this annual report and a certificate from Statutory Auditors on
compliance with clause 49 of the Listing agreement with the stock
exchanges and the same is attached with the "Corporate Governance
Report" Section of this Annual Report.
AUDITORS
M/s PVRN & Co., Chartered Accountants, retires as Statutory Auditors of
the Company at the conclusion of the ensuing Annual General Meeting and
being eligible, offers themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment if made would be in the limits prescribed under the
Section 224(1 B) of the Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors in their report read together with the
Notes on Accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation.
STATEMENT OF EMPLOYEES
None of the Employees of the Company is in receipt of remuneration for
the year which was more than the limit. prescribed under Sub-section
(2A) of Section 217 of the Companies Act, 1956 read with the Companies
(Particulars of Employees) rules, 1975. Hence, there is no requirement
of giving disclosure of employees particulars required under the
provisions of Sub-section (2A) of Section 217 of the Companies Act,
1956 read with the Companies (Particulars of Employees) rules, 1975.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory
Bodies, stakeholders including Financial Institutions, Distributors and
other business associates who have extended their valuable sustained
support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all
executives, officers and staff at all levels of the Company. We look
forward for your continued support in the future.
For & on behalf of Board of Directors
Place : New Delhi Sushil Aggarwal
Date : May 05, 2010 Chairman
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