Mar 31, 2015
Dear Members,
The Directors have the pleasure of presenting the 24th Annual Report
of the company together with Audited Accounts and Cash Flow Statement
for the Financial Year ended March 31, 2015.
1. FINANCIAL SUMMARY
The Board's Report shall be prepared based financial statements of the
company.
(Amount Rs.)
Particulars 2014-15 2013-14
Revenue from operation and 1,19,10,410.00 6,50,000.00
other income
Less: operating cost 1,95,55,041.00 13,84,075.00
Operating profit/PBDIT (76,44,631.00) (7,34,075.00)
Less: Finance charges 1,31,857.00
Less: Depreciation & 1,71,34,295.40 18,18,496.00
Amortization Expenses
Profit before tax &Extra- (2,47,78,926.40) (26,84,428.00)
ordinary items
Less: Extra-ordinary items 1,16,39,630.00
Profit before tax(PBT) (3,64,18,556.40) (26,84,428.00)
Less: Current Taxes -
Add: Deferred Taxes 52,60,749.00 5,22,211.00
Profit after Tax(PAT) (3,11,57,807.40) (21,62,217.00)
No. of shares 60,59,700 60,59,700
EPS (5.14) (0.36)
The Company has released a movie during the year under review and there
was operating loss or Rs. 76.44 lacs. Further, the company has to
charge Depreciation according to the new Schedule of the Companies Act,
2013 on the basis of useful life of the Fixed Assets. The Company has
charged Rs. 171.34 Lacs as Depreciation from Profit & Loss account in
addition to the Extra-ordinary expense of Rs. 116.39 Lacs. As such the
Company has incurred a Loss of Rs. 311.58 Lacs during the period under
review.
2. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I.
3. BOARD MEETINGS
The company met six times during the financial year 2014-15 on 30th May
2014, 14th August 2014, 4th October 2014, 15th November 2014, 14th
February 2015 and 30th March 2015. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013
and Clause 49 of Listing Agreement.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your
Directors confirm thatÂ
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(b) such accounting policies and applied them consistently and made
such 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 at 31st March,2015 and of the profit and loss
of the company for that period;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
and
(e) proper internal financial controls have been laid down which are
adequate and were operating effectively.
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
5. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT. IF
ANY
All Independent Directors of the company have given declaration that
they meet the criteria of independence as provided in sub-section (6)
of Section 149 of the Companies Act, 2013.
6. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not given any Loan or provided any Guarantee or
Security against any Loan during the year 2014-15.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no related party transactions during the year 2014-15.
8. DIVIDEND & RESERVES
There was huge losses in the year 2014-15, as such the Board of
Directors were not considered for dividend and transfer to Reserves.
9. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There was no material changes and commitments affecting the Financial
Position of the Company which have occurred between the end of the
financial year to which the financial statements relate and the date of
the report.
10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
* Conservation of Energy: Company activities do not involve any
significant energy consumption.
* Foreign Exchange earnings and outgoings:
a. Foreign exchange earnings: NIL
b. Foreign exchange outgo: NIL
11- RISK MANAGEMENT POLICY
The company followed well established risk management assessment and
minimization procedures which are periodically reviewed by the Board.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
13. SHARE CAPITAL
The company did not raise any further capital during the year.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Azagan Thamizmane Vadaseri Alagappa, Director of the Company is to
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment.
Mr. Vinay Jain, Mr. Mahesh Sharma and Mr. Jaidev Chakravorty have been
appointed as Independent Directors for a term of 5 years as per
requirement of Companies Act, 2013.
Mr. Mahaveer Chand Bokadia and Mr. Rajesh Jain have resigned from the
Directorship of the Company during the year 2014-15. The Board of
Directors noted their contribution and appreciation in the development
of the Company.
Mrs. Sohan kawar Kastoor Chand Bokadia has been appointed as Additional
Director with effect from 30th March, 2015 for Mr. Azagan Thamizmane
Vadaseri Alagappa has been appointed as Chief Financial Officer with
effect from 30th March, 2015
Ms. Shivani Jain has resigned from the post of Company Secretary and
Mr. Mahendra Singh Rajput was appointed as Company Secretary. Later on
Mr. Mahendra Singh Rajput has also resigned and Ms. Mini Choudhary has
been appointed as Company Secretary with effect from 30th March, 2015.
15. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is NIL.
16. COMMIT TES OF THE BOARD
There are currently three committees of the Board which are follows:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
17. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
18. AUDITORS
M/s Sarda Soni & Associates, Chartered Accountants, Statutory Auditors
of the Company will hold office till the conclusion of this Annual
General Meeting and are eligible for re-appointment. The Company
received a certificate from M/s Sarda Soni & Associates, Chartered
Accountants, Statutory Auditors to the effect that their
re-appointment, if made, would be in accordance with the provisions of
Section 141 of the Companies Act, 2013. As per the provisions of
Companies Act, 2013, they are being re-appointed till the conclusion of
the next Annual General Meeting.
19. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
20. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s.
JAKS & Associates, Company Secretaries have been appointed Secretarial
Auditors of the Company for the financial year 2014-15. The report of
the Secretarial Auditors is enclosed as Annexure-ll. The report is
self-explanatory and do not call for any further comments.
21. INTERNAL FINANCIAL CONTROLS
The Company has well defined mechanism in place to establish and
maintain adequate internal controls over all operational and financial
functions .
22. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
www.bmbmusicandmagneticsltd.com under investors/policy documentsA/vigil
Mechanism Policy link.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANDS
OPERATIONS IN FUTURE
There was no such order passed by any Authority during the year
2014-15. No such cases are pending with any Authority.
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has well defined mechanisms in place to establish and
maintain adequate internal controls over all operational and financial
functions considering the nature, size and complexity of its business.
25. DEPOSITS
The Company has not accepted any deposits during the year 2014-15 and,
as such, no amount of principle or interest was outstanding as of the
Balance Sheet date.
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
27. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your Company thrust is on the promotion of talent internally
through job rotation and job enlargement.
28. LISTING WITH STOCK EXCHANGES
The Company's securities are listed on Bombay Stock Exchange and the
listing fee has been duly paid for the year 2014-15. Scrip Code on BSE
is 531420.
29. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
the continued support and co operation the Government of India, BSE,
NSDL, CDSL, all stakeholders, bankers, State Governments and other
Government agencies for their continuing support and look forward for
the same support in the future.
By Order of the Board of Directors
(Kastoor Chard Bokadia)
DIN No. (01828803)
Chairman cum Managing Director
Date: 30th May, 2015
Place: Jaipur
Mar 31, 2014
The Members,
The Directors have the pleasure of presenting the 23rd Annual Report
of the company together with Audited Accounts and Cash Flow Statement
for the financial year ended 31st March, 2014.
FINANCIAL RESULTS:
The financial results for the year ended 31st March, 2014 are
summarized below:
(Amount Rs. in Lacs)
2013-14 2012-13
Revenue fronv Operations - 6:50 0.20
Gross Profit before Interest arid Depreciation (7.34) (141.87)
Less: Interest 1.32 0.11
Less: Depreciation 18.18 18.18
Profit/(Loss) for the year (26.84) ( 160.18)
Add: Deferred Tax 5.22 2.15
Profit/(Loss) after Taxation (21.62) (155.03)
DIVIDEND:
In view of the losses and overall financials of the Company, the Board
of Directors regrets their inability to recommend any Dividend for the
year under review.
DIRECTORS:
In accordance with the provisions of Companies Act, 1956 and the
Article of association of the Company Mr. Kastoor Chand Bokadia and Mr.
Pramod Bokadia are to retire by rotation at the ensuring Annual General
Meeting and being eligible offer themselves for re-appointment. Your
Board of Directors recommends their re-appointment.
Mr. Mahaveer Chand Bokadia and Mr. Rajesh Jain has resigned from the
Directorship of the Company. The Board of Directors noted
.their.CQntrib.utian and appreciation in the development of the Company.
PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of the Section 217 of
the Companies act, 1956, as amended read with Companies (Particulars of
Employees) Rules, 1975 is Nil.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public,
shareholders or Employees during the period under the review.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as
stipulated under the Listing Agreement with the stock exchanges. A
separate section on corporate governance, along with certificate from
the auditors confirming the compliance is annexed and forms part of the
annual report as Annexure-A. The Chairman & Managing Director has
confirmed and declared that all the members of the board and the senior
management have affirmed compliance with the code of conduct.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report of the financial
condition and results of operations of the Company for the year under
review as required under Clause 49 of the Listing Agreement with
the Stock Exchanges, is given as a separate statement forming part of
this Annual Report as Annexure B.
DIRECTORS'' RESPONSIBILITY STATEMENT:-
Pursuant to the requirement^under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. In the preparation of the annual financial statements, the
applicable accounting standards have
been followed along with proper explanations to material departure;
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
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 the Company''s profit
for the year ending on that date;
3. 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 Company''s assets and for preventing and detecting
fraud and other irregularities;
4. The Directors have prepared the Annual Accounts for the financial
year ended 31st March 2014 on a "going concern basis."
SECRETARIAL AUDITOR
As per section 204 of Companies Act 2013, every listed company is
required to annex with its Board''s report, a Secretarial Audit report
given by a Company Secretary in practice. In line with this
requirement, the Board of Directors has appointed M/s JAKS &
Associates, Company Secretaries, Jaipur as Secretarial Auditor of the
Company for the financial year 2014-15.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217(1) (e) of
the Companies Act, 1956:
- Conservation of Energy: Company Activities do not involve any
significant energy
consumption; however every effort is being made to conserve it.
- Foreign exchange Earnings & Outgoings Â
a) Foreign Exchange Earnings : NIL
b) Foreign Exchange Outgo : NIL
ACKNOWLEDGEMENT:-
We thank the Government of India, Ministry of Commerce & Industry,
Ministry of Corporate Affairs, Ministry of Finance, Department of
Economic affairs. Custom & Excise Department, Income Tax Department,
Reserve Bank of India, BSE, NSE, NSDL, CDSL, all stakeholders, Bankers,
various State Governments and other Government Agencies for their
continuing support and look Forward for the same support in the future
By Order of the Board of Directors
For BMB Music and Magnetics Limited
Chairman-cum- Managing Director
[Kastoor Chand Bokadia]
DIN No-(01828803)
Dated: 4th October, 2014
Place: Jaipur
Mar 31, 2012
THE MEMBERS:-
The Directors have pleasure in presenting their 21st Annual Report and
Audited Accounts roar the year ended on 31st March, 2012.
I. FINANCIAL RESULTS:-
(Rs. in 000)
Particulars For the
Year ended For the
Year ended
31st
March, 2012 31st March,
2011
Sales 608.00 3087.65
Increase/ (Decrease) in Stock (7946.18) (1766.54)
Other Income 0.00 0-00
Total Income 7338.18 1321.11
Profit / (Loss) Before Depreciation (8523.70) (8021.18)
Depreciation 1818.50 1818.50
Net profit / (Loss) for the year (10,342.20) (6202.68)
Extra-ordinary Expenses 0.00 0 00
Net Profit/ (Loss) before Tax (10,342.20) (6202.68)
Deferred Tax liability
reversed for Current Year 506.96 497.26
Net Profit/ (Loss) after Tax (9835.24) (5705.42)
Balance in P/LA/c. carried
from previous year (13.347.91) (7642.49)
Balance in P/LA/c
carried to balance Sheet (23,183.15) (13347.91)
II. DIVIDEND:
In view of the losses and overall financials of the Company the
Directors regret their inability to recommend any dividend for the year
ended on 31" March. 2012.
III. DIRECTORS
In accordance with the provisions of the Companies act, 1956, and the
Articles of Association of the Company Mr. Jaidev Chakravorty and Mr.
Azagan Thamizmane Vadaseri Alagappa are to retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Your Board of Directors recommends their
re-appointment.
IV. PERFORMANCE AND FUTURE PROSPECTS
The performance of the Company is likely to improve as the Board of
Directors are hopeful of break-through in production of films and to
enlarge its present business activities.
V. AUDITOR''S REPORT
M/s. Sarda Soni Associates, Chartered Accountants have given their
consent to be appointed as Statutory Auditors of the Company if
appointed by the Members and have confirmed that their appointment if
made will be within the limits specified in sub-section (1B) of Section
224 of the Companies Act, 1956
Further, the Auditor''s Report read with notes to the accounts referred
are self-explanatory and therefore, do not require any comment /
clarification.
VI. PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of the Section 217 of
the Companies act, 1956, as amended read with Companies (Particulars of
Employees) Rules, 1975 is Nil.
VII. FIXED DEPOSIT
During the year under review, your Company has not accepted any fixed
deposit from public in terms of provisions of section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposits)
Rules, 1975.
VIII. AUDIT COMMITTEE .
The Audit Committee consists of Independent Directors, namely, Dr.
Azgan Thamizmane (Chairman), Mr. Mahesh Sharma (Member) and Mr. Jaidev
Chakroborty (Member). The constitution of Audit Committee meets the
requirements of Section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement with Stock Exchange.
IX. INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee consists of Dr. Azgan Thamizmane
(Chairman), Mr. Mahesh Sharma (Member) and Mr. Jaidev Chakroborty
(Member). The constitution of Investor Grievance Committee meets the
requirements of Section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement with Stock Exchanges.
X. CORPORATE GOVERNANCE: .
Your Company''s philosophy is to enhance Stakeholders'' value by adopting
and implementing best of the Corporate Governance practices. A detailed
Report on Corporate Governance Compliance duly certified by the
Practicing Company Secretary form part of this Report as Annexure
"A".
XI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report is appended to
the Annual Report.
A Management Discussion, an Analysis Report also forms part of this
Report of your Directors as Annexure stB.
XII. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 with respect to Directors Responsibility Statement, it is hereby
confirmed that
a. In preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the 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.
d. The Directors had prepared the annual accounts on a going concern
basis.
XIII. PARTICU^LARS^O^ENEBGY CONSERVATION. RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information in accordance with the provisions of section 217 (1)
(e) of the Companies Act, 1956, read with the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 are given
as under:-
Conservation of Energy: Company Activities do not involve any
significant energy consumption; however every effort is being made to
conserve it.
XV''- RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION. ADAPTATION AND
INNOVATION:-
The Company does no carry out any specific R & D activity on its own.
However, the Company adopts the latpst trends in Technology Development
and introduces the same so as to ensure higher production and reduction
in cost with best output in return.
Foreign exchange Earnings & Outgoings .
(a) Foreign Exchange Earnings : nil
(b) Foreign Exchange Outgo : mil
By order of the Board of Directors,
Kastoor Chand Bokadia Managing Director
Place: Jaipur.
Dated: 04th September, 2012
Registered Office:-
A-Block Amrit Kalash Near Kamal & Company,
Tonk Road, Jaipur
Mar 31, 2010
The Directors have pleasure in presenting their 19th Annual Report and
Audited Accounts for the year ended on 31st March, 2010.
I. FINANCIAL RESULTS:-
(Rs. In Ã000)
Particulars For the Year ended For the Year ended
31st March 2010 31st March 2009
Sales 396.10 634.90
Other Income 38.00 0.00
Total Income 434.10 634.90
Profit / (Loss) Before
Depreciation (3185.56) (158.53)
Depreciation 1937.25 1937.25
Net profit / (Loss) for the year (5122.81) (2095.78)
Extra-ordinary Expenses (1158.86) 0.00
Net Profit/ (Loss) before Tax (6281.68) (2095.78)
Deferred Tax liability for earlier
Year 386.22 348.75
Adjustment of Security Premium with
opening Balance of P/L A/C 0.00 48036.72
Balance in P/L A/c carried to
balance Sheet (7642.48) (1747.03)
II. DIVIDEND:
In view of the losses and overall financials of the Company, the
Directors regret their inability to recommend any dividend for the year
ended on 31st March, 2010.
III. DIRECTORS
In accordance with the provisions of the Companies act, 1956, and the
Articles of Association of the Company Mr. Mahesh Sharma and Mr. Rajeev
Jain are to retires by rotation at the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment. Your Board of
Directors recommends their re- appointment.
Mr. Vinay Jain was appointed as the Additional Director w.e.f. 15th
December, 2009 in the Board Meeting held on 15th December, 2009. He
holds office upto the date of the ensuing Annual General Meeting. A
Notice has been received in writing from the Members proposing his
appointment as the Director.
IV. PERFORMANCE AND FUTURE PROSPECTS
The Company suffered a loss of Rs.51.23 Lacs as against Rs.20.96 Lacs
in the preceding financial year. The performance of the Company is
likely to improve as the Board of Directors are hopeful of
break-through in production of films and to enlarge its present
business activities.
V. REVOCATION OF SUSPENSION
The suspension in Trading of Shares of the Company was revoked w.e.f.
14th December, 2009 vide BSE Notice No. 20091208-14 dated 08th
December, 2009. The Shares of the Company are being traded at Bombay
Stock Exchange.
VI. AUDITORÃS REPORT
M/s. Karnani & Co., Chartered Accountants Statutory Auditors of your
Company holds office until the conclusion of the 19th Annual General
Meeting. M/s. Karnani & Co., have expressed their unwillingness to
continue as Statutory Auditors of the Company. M/s. Sarda Soni
Associates, Chartered Accountants have given their consent to be
appointed as Statutory Auditors of the Company if appointed by the
Members and have confirmed that their appointment if made will be
within the limits specified in sub-section (1B) of Section 224 of the
Companies Act, 1956
Further, the AuditorÃs Report read with notes to the accounts referred
are self- explanatory and therefore, do not require any comment /
clarification.
VII. PARTICULARS OF EMPLOYEES
Information in accordance with Sub-Section (2A) of the Section 217 of
the Companies act, 1956, as amended read with Companies (Particulars of
Employees) Rules, 1975 is Nil.
VIII. FIXED DEPOSIT
During the year under review, your Company has not accepted any fixed
deposit from public in terms of provisions of section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposits)
Rules, 1975.
IX. AUDIT COMMITTEE
The Audit Committee consists of Independent Directors, namely, Dr.
Azgan Thamizmane (Chairman), Mr. Mahesh Jangid (Member) and Mr. Jaidev
Chakroborty (Member). The constitution of Audit Committee meets the
requirements of Section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement with Stock Exchange.
X. INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee consists of Dr. Azgan Thamizmane
(Chairman), Mr. Mahesh Jangid (Member) and Mr. Jaidev Chakroborty
(Member). The constitution of Investor Grievance Committee meets the
requirements of Section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement with Stock Exchanges.
XI. CORPORATE GOVERNANCE:
Your CompanyÃs philosophy is to enhance Stakeholdersà value by adopting
and implementing best of the Corporate Governance practices. A detailed
Report on Corporate Governance Compliance duly certified by the
Practicing Company Secretary form part of this Report as Annexure ÃAÃ.
XII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report is appended to
the Annual Report.
A Management Discussion, an Analysis Report also forms part of this
Report of your Directors as Annexure ÃB.
XIII. DIRECTORÃS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 with respect to Directors Responsibility Statement, it is hereby
confirmed that
a. In preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the 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.
d. The Directors had prepared the annual accounts on a going concern
basis.
XIV. PARTICULARS OF ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information in accordance with the provisions of section 217 (1)
(e) of the Companies Act, 1956, read with the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 are given
as under:- Conservation of Energy: Company Activities do not involve
any significant energy consumption; however every effort is being made
to conserve it.
XV. RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION:
The Company does not carry out any specific R & D activity on its own.
However, the Company adopts the latest trends in Technology Development
and introduces the same so as to ensure higher production and reduction
in cost with best output in return.
Foreign exchange Earnings & Outgoings
(a) Foreign Exchange Earnings : NIL
(b) Foreign Exchange Outgo : NIL
By order of the Board of Directors,
Kastoor Chand Bokadia
Managing Director
Place: Jaipur.
Dated: 30/05/2010
Registered Office:-
A-Block Amrit Kalash
Near Kamal & Company,
Tonk Road, Jaipur