Mar 31, 2016
To,
The Shareholders,
The Directors have pleasure in presenting their 33rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
The Financial Results are stated as under:
(Rs.) (Rs.)
PARTICULARS |
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
Sales & Operating Income |
21,42,52,544.00 |
11,85,35,238.00 |
Other Income |
- |
- |
Total Expenditure with Depreciation |
212,943,786.72 |
11,44,69,094.08 |
Gross Income/ (Loss) before Taxation |
13,08,757.28 |
40,66,143.93 |
Provision for Taxation |
3,73,052 |
12,63,667 |
Net Profit/(Loss) |
9,35,705.28 |
28,02,476.93 |
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK
During the year under review, your company has earned profit after tax of Rs. 935,705.28/- during the current financial year as against Rs. 28,02,476.93/- earned during the previous financial year. Profit before tax is Rs. 1,308,757.28/- as compared to Rs. 40, 66,143.93/- in previous year. The company has object of carrying on business of readymade garments and trading of sarees.
CHANGE IN NATURE OF BUSINESS, IF ANY
The company changed its name from EINS EDUTECH LIMITED to APLAYA CREATIONS LIMITED and also changed its Main Object activity from Education business to Readymade Garments & Trading of Sarees.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.
AMOUNT TRANSFERRED TO RESERVES
No amount has been transferred in reserves during the current financial year.
CHANGES IN SHARE CAPITAL, IF ANY
The paid up Equity Share Capital as on 31st March 2016 was Rs. 14,38,00,000. There have been no changes in the capital structure of the Company as no new shares were issued by the Company during the period under consideration.
DEPOSITS
As on 31.03.2016, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2016, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the BSE Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
Earnings |
NIL |
Outgo |
NIL |
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, no loans and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2016 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company''s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
BOARD EVALUATION
Reg. 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that 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 independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7(Seven) times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
Date |
No. of Directors |
No. of Directors Present |
21/04/2015 |
5 |
5 |
28/05/2015 |
5 |
5 |
24/06/2015 |
5 |
5 |
12/08/2015 |
5 |
5 |
5/11/2015 |
5 |
5 |
7/01/2016 |
5 |
5 |
13/02/2016 |
5 |
5 |
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 March 31, 2016, the Board consists of 5 members. Out of which one is the Managing Director, One is Executive Director & CFO, two Independent Directors and one Woman Director is Chairman and Non-executive Director on the Board of the Company.
The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
COMMITTEES OF THE BOARD
Currently, the Board has 3(three) committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or associate company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives â
- holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.
2. 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 profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS
At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal Desai And Shah, Chartered Accountants (Firm Regn. No- 124850W), Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITORâS REPORT
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Nitesh Chaudhary, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2015-16 forms part of the Annual Report and part of the Board''s report as Annexure -I.
Secretarial Auditor Report contains some observations and remarks for F.Y 2015-16 which are as follows-
1. Delayed filing of forms with ROC during the audit period.
2. The securities of company were suspended as per BSE order number L/DOSSPK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the securities of the company w.e.f August 27, 2015 due to surveillance measure.
3. Non-compliance of Clause 41 & Clause 54 as per BSE Order dated August 24, 2015.
4. Company received one shareholder complaint.
The board will ensure and keep a check on compliance team and ensure that all compliances and filing of forms in future are done within the prescribed time period and no non-compliances or delayed compliances take place.
COST AUDITORS
Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per Sec 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during the Financial Year 2015-16. Form AOC-2 is attached as Annexure-III.
DETAILS OF SUBSIDIARY, JOINT VENTURES & ASSOCIATES
During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.
PARTICULARS OF EMPLOYEES
The particulars of employees are given in Annexure-IV to this report as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. For the F.Y 2015-16, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case stand pending at the closure of F.Y.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.
The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.aplayacreations.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS
The securities of the Company were suspended as per the Bombay Stock Exchange Ltd. Order Number L/DOSS/PK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the Securities of the Company was w.e.f. August 27, 2015 due to Surveillance Measure.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -II.
1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting of 14,38,00,000 equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors namely Mr. Ramawtar Gupta Chairman & Managing Director, Mr. Pramod Kumar Gupta Executive Director & CFO, Mr. Sachin Somaiya Independent Director, Mr. Dipak Kumar Sharma Independent Director and Ms. Pinki Gupta Non Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1 / - each amounting to 9.57%.
5. There was no un-paid dividend during the year.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.
For and on behalf of the Board
For APLAYA CREATIONS LIMITED
Date-10.08.2016 Sd/- Sd/-
Place- Mumbai Ramawtar Gupta Pramod Kumar Gupta
(Managing Director) (Director)
DIN:-06365578 DIN:-05300735
Mar 31, 2015
To The Shareholders, Aplaya Creations Limited
The Directors have pleasure in presenting their 32nd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
The Financial Results are stated as under:
(Rs.)
PARTICULARS Year Ended Year Ended
31.03.2015 31.03.2014
Sales & Operating Income 11,85,35,238.01 15,39,053
Other Income
Total Expenditure with 11,44,69,094.08 14,41,977.86
Depreciation
Gross Income/ (Loss) before 40,66,143.93 (14,20,084)
Taxation
Provision for Taxation 12,63,667 36126
Net Profit/(Loss) 28,02,476.93 (14,56,210)
OPERATIONS
The Company has earned profit after tax of Rs. 28,02,476.93/- during
the current financial year as against Rs. (14,56,210)/- earned during
the previous financial year. Profit before tax is 40,66,143.93/- as
compared to (14,20,084)/- in previous year.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and
pursuant to section 123 of the Companies Act, 2013, the board regrets
its inability to declare any dividend for the year under review.
DEPOSITS
As on 31.03.2015, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2015, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd.,
accordingly the company has been adhering to the directions and
guidelines as required. The report on the code of corporate governance
is annexed separately in this Annual report.
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office for a term of up
to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent
director shall be eligible for appointment for more than two
consecutive terms of five years. Sub-section (13) states that the
provisions of retirement by rotation as defined in Sub-sections (6) and
(7) of Section 152 of the Act shall not apply to such independent
directors.
The Board has recommended the appointment of Mr. Dipak Kumar Sharma as
the Independent Director of the company with effect from 30.09.2014 and
for period of 5-years and his appointment was confirmed by the members
at the Annual general meeting held on 30th September, 2014 as required
under Section 149(10).
During the year under review the following director due to
preoccupation resigned from the Board of the company, Mr. Sohanlal
Agrawal, Director of the Company resigned from the Board on 14/08/2014.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that 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 independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year, the details of which
are given in the corporate governance report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 March 31,
2015, the Board consists of 5 members. Out of which one is the Managing
Director, One is Executive Director & CFO, two Independent Directors
and one Woman Director is Chairman and Non-executive Director on the
Board of the Company.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Subsection
(3) of Section 178 of the Companies Act, 2013, adopted by the Board,
are stated in this Board report. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director.
COMMITTEES OF THE BOARD
Currently, the Board has Five committees: 1. Audit Committee, 2.
Nomination and Remuneration Committee, 3. Stake Holders Relationship
Committee, 4. Share Transfer Committee, 5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company, or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two percent. or more of its gross turnover or total income
or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relativesÂ
- holds or has held the position of a key managerial personnel or is or
has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
- is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of a firm of auditors or company
secretaries in practice or cost auditors of the company or its holding,
subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)
(c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost
convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of
the Companies (Accounts) Rules, 2014, the provisions of the Act (to the
extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI).
There are no material departures from prescribed accounting standards
in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been followed.
2. 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 profit and
loss of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern
basis.
5. The directors have laid down internal financial controls, which are
adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
AUDITORS
STATUTORY AUDITORS
At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal
Desai And Shah, Chartered Accountants, Mumbai were appointed as
statutory auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2017. In
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of the auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s.
Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 134 of the
companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Anand Khandelia, Practicing Company Secretaries was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules there under. The secretarial audit report for FY 2014-15 forms
part of the Annual Report and part of the Board's report as Annexure
-1.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in 'Zero Tolerance' against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
www.einsedutechltd.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed as Annexure -2.
1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting
of 14,38,00,000 equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors
namely Mr. Ramawtar Gupta Managing Director, Mr. Pramod Kumar Gupta
Executive Director & CFO, Mr. Sachin Somaiya Independent Director, Mr.
Dipak Kumar Sharma Independent Director and Ms. Pinki Gupta Chairman
Non Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 1,37,64,500 equity shares of
Rs.1/- each amounting to 9.57%.
5. There was no un-paid dividend during the year.
FOR AND ON BEHALF OF THE BOARD
APLAYA CREATIONS LIMITED
PLACE: MUMBAI Sd/-
DATE: 12/08/2015 Ramawtar Gupta
Managing Director
(DIN : 06365578)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Thiry First Annual
Report on the business and operations of the Company for the year ended
31st March, 2014.
1. FINANCIAL RESULTS:
(Amount in Rupees)
31st March, 2014 31st March, 2013
Income from sales & Other Sources 15,39,053 13,55,151
Less: Expenditure & Exceptional
items 24,75,215 9,48,314
Net Profit/ (Loss) before
Taxation (14,20,084) 4,06,838
Less: Provision for Taxation
Current 35970 25,007
Deferred Tax Liability 156 1,760
Profit/ (Loss) after Taxation (14,56,210) 3,80,071
2. OPERATIONS:
The Company has earned profit after tax of Rs. (14,56,210)/- during the
current financial year as against Rs. 3,80,071/- earned during the
previous financial year. The Board will strive for better performance
during the ensuing financial year.
4. DIRECTORS:
During the year under review the following director''s due to
preoccupation resigned from the Board of the company, Mr. Bhagwan Das
Agarwal and Ms. Priti Agarwal Director of the Company resigned from the
Board on 12/02/2014.
The Board appointed to Mr. Ramawtar Gupta as an Managing Director of
the Company on 12/02/2014.
5. DIVIDEND:
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
6. AUDITORS:
M/s. Banshi Jain & Associates, Chartered Accountants, Mumbai bearing
Firm Registration Number : 100990W, are proposed to be re-appointed as
Auditors of the company from the conclusion of the ensuing Annual
General Meeting till the conclusion of the next Annual General Meeting,
as required under section 139 (1) of the Companies Act, 2013, company
has obtained a written consent from M/s. Banshi jain & Associates to
such appointment and also a Certificate to the effect that their
appointment, if made, would be in accordance with section 139 (1) of
the Companies Act, 2013 and the rules made there under.
7. AUDITOR''S REPORT:
The observations made in the Auditor''s Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
8. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 58A of
the Companies Act, 1956 and rules made there under.
9. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTOS) OF RULES, 1988
The Provisions relating to relating to energy conversation and
technology absorption are not applicable to the Company. The Company
has not spent any expenditure on Research & Development. There are no
earnings or expenditure in foreign currency.
12. ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
13. DIRECTOR''S RESPONSIBILITY STATEMENT:
a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that: In the presentation of the Annual Accounts, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and 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 profit or loss
of the Company for that period;
c) the Directors had 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,
d) The Directors had prepared the Annual Accounts on a going concern
basis.
FOR AND ON BEHALF OF THE BOARD
EINS EDUTECH LIMITED
PLACE: MUMBAI Sd/-
DATE: 14/08/2014 Ramawtar Gupta
Managing Director
(DIN : 06365578)
Mar 31, 2013
The Directors have pleasure in presenting their THIRTIETH ANNUAL REPORT
on the business and operations of the Company for the year ended 31st
March, 2013.
1. FINANCIAL RESULTS:
(Amount in Rupees)
31st March, 2013 31st March, 2012
Income from sales & Other Sources 13,55,151 19,33,198
Less: Expenditure & Exceptional
items 9,48,314 9,68,310
Net Profit/ (Loss) before
Taxation 4,06,838 9,64,888
Less: Provision for Taxation
Current 25,007 1,88,000
Deferred Tax Liability 1,760 -
Profit/ (Loss) after Taxation 3,80,071 7,76,888
2. OPERATIONS:
The Company has earned profit after tax of Rs. 3,80,071/- during the
current financial year as against Rs. 7,76,888/- earned during the
previous financial year. The Board will strive for better performance
during the ensuing financial year.
3. CHANGE OF MANGEMNET:
The Present Management pursuant to SEBI takeover Code, 2011 gave a
Public announcement for Acquisition of shares of the Company from the
public on March 4th, 2013. The Open Offer closed on March 15th, 2013
and on March 20th, 2013 management of the Company has been changed and
new management came in to force.
The Present promoter of the company consists of M/s Westfield Apparels
Private Limited and controlled by itself.
4. DIRECTORS:
During the year under review the following director''s due to
preoccupation and because of the change of management resigned from the
Board of the company:
Mr. Sanjay Salunkhe, Director of the Company, Mr. Balkrishna Salunkhe,
Director of the Company and Mr. Rajendra Salunkhe, Director of the
Company resigned from the Board on 20/03/2013.
The Board appointed to Mr. Sachin Somaiya and Ms. Priti Agarwal as an
Independent Additional Director of the Company on 28/12/2012, Mr.
Ramawtar Gupta and Mr. Pramod Kumar Gupta as an Executive Additional
Director of the Company, on 08/02/2013, Mr. Bhagwan Das Agarwal as an
Chairman cum Non-Excutive Additional Director of the Company on
20/03/2013.
5. DIVIDEND:
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
6. AUDITORS:
M/s. Banshi Jain & Associates, Chartered Accountants are to reappointed
as Statutory Auditor of the Company to hold the office from the
conclusion of the forthcoming Annual General Meeting to the next Annual
General Meeting to act as Statutory Auditors at a remuneration
(including out of pocket expenses) to be fixed by the Board of
Directors in consultation with them. The Company has received
confirmation from them that the appoint,ent, if made, would be within
the limits prescribed under Sectrion 224 (IB) of the Companies Act,
1956.
7. AUDITOR''S REPORT:
The observations made in the Auditor''s Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
8. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 58A of
the Companies Act, 1956 and rules made there under.
9. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTOS) OF RULES, 1988
The Provisions relating to relating to energy conversation and
technology absorption are not applicable to the Company. The Company
has not spent any expenditure on Research & Development. There are no
earnings or expenditure in foreign currency.
11. COMPLIANCE CERTIFICATE
The compliance Certificate required under section 383A of the Companies
Act, 1956 is received for the year end 31st March, 2013.
12. ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
13. DIRECTORS RESPONSIBILITY STATEMENT:
a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that: In the presentation of the Annual Accounts, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and 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 profit or loss
of the Company for that period;
c) the Directors had 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,
d) The Directors had prepared the Annual Accounts on a going concern
basis.
FOR AND ON BEHALF OF THE BOARD
EINS EDUTECH LIMITED
PLACE: MUMBAI Sd/-
DATE: 30th May, 2013 Bhagwan Das Agarwal
Chairman
Mar 31, 2012
The Directors have the pleasure in presenting their Annual Report
before you. on the working of the Company, for the year ended 31st
March, 2012.
FINANCIAL RESULTS (Amount in Rupees)
PARTICULARS 2011-2012 2010-2011
Sales & Other Income 1,933,198.00 2,761,902.00
Less : Expenditure 968,310.00 1,795,829.00
Profit/(Loss) Before Taxation 964,888.00 946,073.00
Less : Provision For Taxation
Current 188,000.00 665,000,00
Deferred - 10,050.00
Profit After Tax 776,888.00 291,023.00
PERFORMANCE DURING THE FINANCIAL YEAR
The company has earned profit after tax of Rs. 776,888/- during the
current financial year as against Rs. 291,023/- earned during the
previous financial year. The Board will strive for better performance
during the ensuing financial year.
DIVIDEND
In view to conserve the finance for future development of the Company,
your directors do not recommend any payment of dividend-
DIRECTORS IN THE COMPANY
The Company has following director in the company:
1. Sanjay Salunkhe
2. Rajendra Salunkhe
3. Balkrishnn Salunkhe
At the forthcoming Annual General Meeting, Mr. Balkrishna Salunkhe
retires by rotation and being eligible, has offered himself for
re-appointment.
MATERIAL CHANGES DURING THE FINANCIAL YEAH
1. CHANCE OF NAME;
The name of the company has been changed from "Thyrocare Laboratories
Limited" to "Eins Edutech Limited" with effect from 1st March, 2012.
II. APPROVAL OF POSTAL BALLOT:
Postal ballot was done for seeking approval of shareholders for the
aforesaid change of name, alteration in objects clause of the
Memorandum of Association of the Company and alteration in the Objects
incidental or ancillary to the attainment of Main objects clause of the
Memorandum of Association of the Company and for confirmation of
shareholders for the appointment of Mr. Sanjay Salunkhe as Managing
Director w.e.f 15th January, 2011, as required under Schedule XIII of
the Companies Act, 1956.
DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from the members of the
public as defined in section 58A of the Company's Act 1956.
EMPLOYEES
There are no employees drawing remuneration in excess of limits
specified u/s 217 (2 A) of the Companies Act, 1956.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) OF RULES, 1988
The provisions relating to relating to energy conversation and
technology absorption are not applicable to the Company. The Company
has not spent any expenditure on Research & development. There are no
earnings or expenditure in foreign currency.
AUDITOR OF THE COMPANY
M/s. Banshi Jain & Associates. Chartered Accountants, Statutory
Auditors of the company, retire at the conclusion of this Annual
General Meeting being eligible, offer themselves for reappointment.
COMPLIANCE CERTIFICATE
The Compliance Certificate required under section 383A of the Companies
Act, 1956 is received for the year end 31st March, 2012.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your directors
hereby confirm that:
1. in preparation of annual accounts applicable Accounting Standards
had been followed with proper explanation relating to material
departures.
2. 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 slate of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period.
3. 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.
4. that the directors had prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS:
The Board wishes to place on record its gratitude towards the
shareholders, the employees, the bankers and the Auditors for their
continued co-operation.
For Eins Edutech Limited
(formerly known as Thyrocare Laboratories Ltd.)
Sanjay Salunkhe
Managing Director
Balkrishna Salunkhe
Director
Dated: 14th August, 2012
Place: Mumbai
Mar 31, 2010
The directors have pleasure in presenting the Twenty Seventh Annual
Report together with the audited statement of accounts of the Company
for the year ended March 31, 2010.
Financial Results
The Company has during the year earned net profit of Rs. 3,67,949/
before tax (Previous year Rs. 2,37,971/).
Dividend
The Board of Directors have not recommended dividend in order to
conserve the resources of the Company.
Fixed Deposits
The Company has not accepted any fixed deposits from the public during
the year under review.
Energy, Technology and Foreign Exchange
As the Company does not carry any manufacturing activities the
information on conservation of energy, technology absorption required
to be given pursuant to Section 217(l)(e) of the Companies Act, 1956
read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 alongwith the relevant
Annexure A & B is not applicable to the Company.
2009 2010 2008-2009
Foreign Exchange Earning (Export) Nil Nil
Foreign Exchange outgo Nil Nil
Directors
Mr. A. Sundararaju and Mr. G. S. Hegde, directors of the Company retire
by rotation at the Twenty Seventh Annual General Meeting of the Company
and being eligible offer themselves for re appointment.
Particulars of Employees
During the year there were no employees drawing remuneration in excess
of the limits prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended uptodate.
Corporate Governance
The paidup Capital of the company is less than Rupees three crores
hence the provisions of corporate governance is not applicable to the
company during the year.
Directors Responsibility Statement
As required under 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 alongwith proper explanation relating to
material departures;
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 profit 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 the acts for safeguarding the assets of the company and
for preventing and detecting the fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the acts for safeguarding the assets of the company and
for preventing and detecting the fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis.
Compliance Certificate
A Compliance Certificate as required under the provisions of Sections
383A(1) of the Companies Act, 1956 from a secretary in whole time
practice is attached to this report . There are no reservations,
qualifications or adverse remarks in the Compliance Certificate
Auditors Report
As indicated in point (vii) of the Annexure to the Auditors Report
attached herewith, the Board hereby states that the volume of the
transactions of the Company do not warrant appointment of separate
Internal Auditor, the internal control system of the company is
adequate to efficiently manage the transactions.
Auditors
The Auditors of the Company Messers S. D. Khanolkar & Company,
Chartered Accountants, Mumbai retire at the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for
appointment under Section 224 (IB) of the Companies Act, 1956.
Acknowledgment
Your directors take this opportunity to place on record their deep
sense of gratitude to the bank and business associates of the Company
for their continued cooperation and support.
For & on Behalf of the Board
A. Sundararaju
Chairman
Place : Mumbai
Date : 1st September, 2010.
Mar 31, 2009
The directors have pleasure in presenting the Twenty Sixth Annual
Report together with the audited statement of accounts of the Company
for the year ended March 31, 2009.
Financial Results
The Company has during the year earned net profit of Rs. 2,37,971/-
before tax (Previous year Rs. 9,03,551/-).
Dividend
The Board of Directors have not recommended dividend in order to
conserve the resources of the Company.
Fixed Deposits
The Company has not accepted any fixed deposits from the public during
the year under review.
Energy, Technology and Foreign Exchange
As the Company does not carry any manufacturing activities the
information on conservation of energy, technology absorption required
to be given pursuant to Section 217{1)(e) of the Companies Act, 1956
read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 alongwith the relevant
Annexure A & B is not applicable to the Company.
2008- 2009 2007-2008
Foreign Exchange Earning (Export) Nil Nil
Foreign Exchange outgo Nil Nil
Directors
Mr. A. Sundararaju and Mr. G. S. Hegde, directors of the Company retire
by rotation at the Twenty Sixth Annual General Meeting of the Company
and being eligible offer themselves for re-appointment.
Particulars of Employees
During the year there were no employees drawing remuneration in excess
of the limits prescribed under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended up-to-date.
Corporate Governance
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Companys Auditors confirming the
compliance of conditions of Corporate Governance as stipulated in
Clause 49 of the listing agreement with the Stock Exchanges is annexed
thereto.
Directors Responsibility Statement
As required under 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 alongwith proper explanation relating to
materia) departures;
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 profit 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 the acts for safeguarding the assets of the company and
for preventing and detecting the fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis.
Compliance Certificate
A Compliance Certificate as required under the provisions of Sections
383A(1) of the Companies Act, 1956 from a secretary in whole time
practice is attached to this reports. There are no reservations,
qualifications or adverse remarks in the Compliance Certificate
Auditors Report
As indicated in point (vii) of the Annexure to the Auditors Report
attached herewith, the Board hereby states that the volume of the
transactions of the Company do not warrant appointment of separate
Internal Auditor, the internal control system of the company is
adequate to efficiently manage the transactions.
Auditors
The Auditors of the Company Messers S. D. Khanolkar & Company,
Chartered Accountants, Mumbai retire at the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for
appointment under Section 224 (1B) of the Companies Act, 1956.
Acknowledgment
Your directors take this opportunity to place on record their deep
sense of gratitude to the bank and business associates of the Company
for their continued co-operation and support.
For & on Behalf of the Board
A. Sundararaju
Chairman
Place: Mumbai
Date : 1st September, 2009.