Mar 31, 2015
Dear Members,
The Board of Directors of the Company take pleasure in presenting the
24th Annual Report along with the Audited Accounts for the Financial
Year ended 31st March, 2015.
1. Financial Results of The Company , The Financial performance of the
Company for the Financial Year ended 31st March, 2015, is summarized
below: -
(Rs. in Lacs)
2014-15 2013-14
Sales and other Income 17.41 25.11
Profit Before Interest, Tax And
Depreciation , (22.90) 10.27
Interest 0.017 0.01
Profit Before Exceptional Items & Tax (22.89) 10.26
Less:-Exceptional Item Prior Period
Expenses 0 0
Add:-Exceptional Income
a) Provision for Dimulation in Value
of Investment earlier
provided now written back 0 5.07
b) Amount of Margin Money Paid
towards investment in NSEL
Contracts Written off. 0 (64.43)
Profit Before Tax (22.89) (49.10)
Less:- Provision for Taxation 0 0
Net Profit After Tax (22.89) (49.10)
Excess/(short) Income Tax Provision (4.07) 1.80
Loss Brought Forward (3366.00) (3318.70)
Profit/(Loss) Available for
Appropriation (3392.96) (3366.00)
2. Transfer to Reserves:
In view of Losses incurred during the year and due to accumulated
losses of earlier years, the Company had not transferred any amount to
the Reserves.
3. Operations
The Company has not carried out any Business activities during the
year. Your Directors are considering various avenues & options for the
activities to be undertaken. The Company has earned the income by way
of Interest & Dividend.
4. Dividend
In view of the losses during the year and accumulated losses of earlier
years, your Directors express their inability to declare dividend for
the year under review.
5. Public Deposit
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 73 and Section 76 of the Companies Act, 2013
and rules made framed there under, during the year under review. There
are no unpaid and unclaimed deposits at the end of Financial Year
2014-15. Further, there was no default in repayment of Deposits and
payment of interest thereon during the year.
6. Subsidiaries, Associate and. Joint Venture Companies:
The Company does not have Subsidiary, Associate and Joint Venture
Companies.
7. Extracts of the Annual Return of the Company:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the extract of the Annual Return as at 31st March, 2015,
in the prescribed form MGT - 9, forms part of the report and is annexed
as Annexure I to this report.
8. Number of meetings of the Board/Committees of Board:
During the Financial Year 2014-15, five (5) Board Meetings were
convened and held (excluding meeting of Independent Directors). The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Agreement. '
The Board of Directors has constituted four committees namely - Audit
Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee
which enables the Board to deal with specific areas/activities that
need a closer review and to have an appropriate structure to assist in
the discharge of their responsibilities. The details of the composition
of the Audit Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee and their respective terms of
reference are included in the Corporate Governance Report forming part
of the Annual Report. The Board Committees meet at regular intervals
and ensure to perform the duties and functions as entrusted upon them
by the Board.
The details of the Board meetings held during the year and that of
Audit Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee are also set out in the Corporate Governance
Report forming part of the Annual Report.
9. Details about Directors and KMPs who were Appointed/Resigned during
the' Financial Year. N Details of Directors
Sr.
No Name Designation Appointment W.E.F.
/Resignation
1 Mr. Ashok Kadakia Independent
Director Appointment 30.09.2014
2. Mr. Dinesh Patel Independent
Director Appointment 30.09.2014
Name Remarks
Mr. Ashoke kadakai Appointed by the shareholders at the
Annual General Meeting held on 30.09.2014
Mr. Denesh patel Appointed by the shareholders at the
Annual General Meeting held on 30.09.2014.
ii) Details of KMPs
Sr.
No. Name Designation Appointment; W.E.F.
Resignation
1 Suhas Pawar Company Appointment 1.09.2014
Secretary
2 Suhas Pawar Company Resignation 30.10.2014
Secretary
3 Mahendra CEO Appointment 31.03.2015
Thacker
4 Rajesh Parikh CFO Appointment 31.03.2015
Name Remarks
SUuhash pawar Appointed by Board of Director at the
Board meeting held on 31.07.2014
Suhash pawar Resignation taken on record at the
Board Meeting held on 30.10.2014
Mahendra Thaker Appointed by Board of Director at the
Board meeting held on 31.03.2015
Rajesh parich Appointed by Board of Director at the
Board meeting held on 31.03.2015
10. Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr.
Mahendra Thacker (DIN - 01405253), Director of the Company retires by
rotation and offers himself for re-appointment.
11. A Statement on declaration given by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013.
12. Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c)of the Companies
Act,2013
(a) that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards had 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 as on 31st March, 2015 and of the loss 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 this Act 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;
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively and
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
13. Auditors
The Company's Auditors M/s. R. Kabra & Co., Chartered Accountants,
Mumbai (FRN-104502W) were appointed at the 23rd Annual General Meeting
(AGM) held on 30.09.2014 for a period 3 (Three) years i.e. from the
Conclusion of 23rd AGM until the conclusion of 26th AGM subject to
ratification by Members at every subsequent AGM. However, M/s. R. Kabra
& Co., Chartered Accountants, Mumbai (FRN-104502W) vide their letter
dated 10.07.2015 had expressed their inability to continue as the
Statutory Auditors of the Company from the conclusion of the 24th AGM
of the Company Financial Year due to other pre-occupation. Therefore,
your Directors approached M/S; R. K. Patni &Co., Chartered Accountants,
Mumbai (FRN-131257W), who had expressed their willingness and
eligibility to act as Statutory Auditors of the Company and also
furnished the Certificate certifying that they fulfill the criteria
pursuant to Section 141 of the Companies Act, 2013. Accordingly, on
recommendation of the Audit Committee and subject to approval of the
Members they were appointed as the Statutory Auditors of the Company to
hold office from the conclusion of this AGM till the conclusion of 29th
AGM subject to ratification by Members at every subsequent AGM on such
Remuneration as may be decided by the Board of Directors of the
Company.
14. Internal Auditors, Internal Control System and their Adequacy:
Pursuant to provisions of Section 138 of the Companies Act, 2013 and
relevant Rules framed there under, the Company has appointed M/s M. H.
Dalai & Associates, Chartered Accountants, Mumbai (Firm Registration
Number - 112449W) as Internal Auditors of the Company for the Financial
Year 2014-15. The Internal Auditors are require to report to the Audit
Committee of the Board after conducting comprehensive audit of
operations of the Company.
In order to attain the corporate objectives, strict internal controls
systems were implemented across the organization. The Audit Committee
reviews adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations on
regular basis. The audit function maintains its independence and
objectivity while carrying out assignments. It evaluates on a
continuous basis, the adequacy and effectiveness of internal control
mechanism. The function also proactively recommends improvement in
policies and processes, suggests streamlining of controls against
various risks. Your Company has laid down set of standards, processes
and structure, which enables it to implement internal financial control
across the Company and ensure that the same are adequate and operating
effectively.
15. Policies on appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section
178:
The Company has a Nomination and Remuneration Policy formulated in
compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules framed there under and as amended from time to
time. The policy shall apply to all Directors (Executive, Non Executive
& Independent), Key Managerial Personnel and Senior Management. The
Policy laid down the roles of the Committee, criterion for appointment
of Directors, Key Managerial Personnel and Senior Management and
parameters for determining the remuneration of Directors, Key
Managerial Personnel, Senior Management and other employees.
16. Whistle Blower Policy:-
Pursuant to-the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company
has adopted a Whistle Blower Policy, which provides for a vigil
mechanism that encourages and supports its Directors/Committee Members
and employees to report instances of unethical behavior, actual or
potential fraud or violation of the Company's Code of Conduct or Ethics
policy. It also provides for adequate safeguards against victimization
of persons who use this mechanism and direct access to the Chairperson
of the Audit Committee in exceptional cases.
17. Corporate Social Responsibility:
Though the provisions of Section 135 of The Companies Act, 2013 and
Rules framed there under regarding Corporate Social Responsibility are
not applicable to the Company, the Company has framed the Corporate
Social Responsibility (CSR) Committee as per the requirement of
Companies Act, 2013, which consists of Mr. Mahendra Thacker (Executive
Director), Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok
Kadakia (Independent Director). The Company believes that Corporate
Social Responsibility (CSR) is the continuing commitment for improving
the quality of life of the society at large.
18. Reservation and qualification on Auditor Report.
Regarding qualification made by the Auditors in their Report on Note
no. 21 of Accounts and point no. (i)(c) of Annexure to Auditors' Report
w.r.t. Going Concern Concept, we state as under: The Company is having
liquid funds and is looking for some good avenue of business. The
Company has invested most of its liquid funds on short term basis so
that funds can be available whenever required.
The qualifications made in the Auditor's Report are self-explanatory
and therefore do not call for any further comments.
19. Details in respect of frauds reported by Auditors pursuant to
section 143(12) of the Companies Act, 2013:
During the year under review, there were no incidences of fraud
reported by Auditors.
20. Secretarial Audit report given by Company Secretary in practice:
Pursuant to the provisions of Section 204 of the Companies Act, 2013and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the Company has appointed M/s
Sanjay Dholakia & Associates, Company Secretaries, Mumbai, to undertake
the Secretarial Audit of the Company. The Report of the Secretarial
Audit Report is annexed as Annexure - II to this Report. The said
report, does not contain any qualification, reservation or adverse
remarks.
21. Disclosures relating to Loans, Guarantees or Investments made by
company under section 186.
During the year under review, the Company had not given any Loans and
Guarantees. The details of Investments made by the Company, as covered
under the provisions of Section 186 of the Companies Act, 2013 are duly
mention in the Notes to Accounts forming the part of Annual Financial
Statements for the year ended 31st March, 2015.
22. Particulars of contracts or arrangements with related parties
referred to in sub-section(1) of section 188:
There were no Related Party Transactions during the year under review.
23. Corporate Governance Report and Management Discussions and
Analysis:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled 'Report on Corporate Governance' and
'Management Discussion Analysis (as per Annexure - III)' forms part of
this Annual Report.
The Report on Corporate Governance also includes certain disclosures
that are required, as per Companies Act, 2013. Auditors' Certificate
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement also forms part of
this Annual Report.
24. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
Financial Year Financial Year of the company to which the financial
statements relate and the date of the report:
In terms of the information required under Sub-section (3)(l) of
Section 134 it is to be noted that there are no material Changes and
commitments affecting the financial position of the company have.
occurred between the end of the Financial Year of the company to which
the financial statements relate and the date of the report. <
25. Conservation of energy & technology absorption and Foreign
exchange earnings and Outgo.
A. Since the Company does not carry any manufacturing activities,
particulars to be disclosed with respect to Conservation of energy &
technology absorption under Section 134 (3) (m) of | Companies Act,
2013 read with Companies (Accounts) Rules, 2014, are not applicable.
B. During the year under review there has been no earnings and outgo
in foreign exchange.
26. Disclosures about annual performance evaluation by the Directors
of the Company of its own and committees and Individual Directors The
Nomination and Remuneration Committee laid down the criteria for
performance evaluation of Directors including Independent Directors,
Board of Directors and Committees of the Board. The criteria for
performance evaluation covers the areas relevant to their functioning
as independent directors or other directors, member of Board or
Committees of the Board.
27. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future.
There were no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and
the Company's future operations except the following:
Revocation of Suspension of trading of equity:
During the Financial Year, Company has paid Rs. 24,71,920 to BSE Ltd
towards Revocation of Suspension in trading of equity shares on BSE on
02.06.2014. In October, 2014, BSE Ltd has revoked the suspension on
trading of the equity Shares of the Company. Accordingly now the
Company's Equity shares can be traded on BSE along with NSE.
28. Information in terms of under Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel Rules, 2014) The information
pertaining to Rule 5 of the Company (Appointment and Remuneration of
Managerial Personnel Rules, 2014) is given as below:
(i) the ratio of the remuneration of each Director to the median
remuneration of the Employees of the company for the Financial Year is
not required to be mentioned as there were no employees in the Company
during the year under review;
(ii) during the year under review, no remuneration was paid to
Directors of the Company. The salary of Rs. 25,000/- p.m. was paid to
Mr. Suhas Pawar, Company Secretary of the Company for a period of two
months. Mr. Rajesh Parikh and Mr. Mahendra Thacker were appointed as
Chief Financial Officer and Chief Executive Officer respectively w.e.f.
31.03.2015. There was no Manager in the Company;
(iii) the details w.r.t. the percentage increase in the median
remuneration of employees in the Financial Year is not required to be
given, as there were no employees in the Company during the year under
review;
(iv) there were no permanent employees during the year under review;
(v) the explanation on the relationship between average increase" in
remuneration and company performance is not required to be given, as
there were no employees during the year under review;
(vi) Mr. Suhas Pawar was appointed as Company Secretary of the Company
as all Companies having paid up capital of Rs. 5 Crores or more are
required to appoint Whole-Time Company Secretary in employment.
(vii) variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current Financial Year and
previous Financial Year and percentage, increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies:
Stock Market Market Market
exchange Price as on Price as on Capitalization
31.03-2014 31.03.2015 as on31.03.2014
As per BSE - 3.21 -
As per NSE 420 4.25 60155760
Stock exchange Market PE Ratio as on PE Ratio as on
Capitalization 31.3.2014 31.03,2015
as on 31.03.2015
As per BSE 45976188 - 16.89
As per NSE 60871900 -12.73 -22.37
(viii) the details w.r.t. average percentile increase already made in
the salaries of employees other than the managerial personnel in the
last Financial Year and its comparison with the percentile increase in.
the managerial remuneration and justification thereof, is not required
to be given as there were no employees in the previous Financial Year
and during the year under review and no managerial remuneration was
paid;
(ix) the details w.r.t. the key parameters for any variable component
of remuneration availed by the Directors is not required to be given as
no remuneration was paid to the Directors;
(x) the details w.r.t, the ratio of the remuneration of the highest
paid Director to that of the Employees who are not directors but
receive remuneration in excess of the highest paid director during the
year, is not required to be given as no remuneration was paid to
Directors and there were no employees during the year under review; and
(xi) the details w.r.t. affirmation that the remuneration is as per the
remuneration policy of the company, is not required to be given as
there wene no employees and no remuneration was paid to Directors.
Further, Remuneration paid to Mr. Suhas Pawar, Company Secretary of the
Company, was paid as per the Remuneration Policy of the Company.
29. Risk Management:
Your Company recognized that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner
there are no risks which in the opinion of the board affect the company
operations on going concern basis. The Board periodically reviews the
risks & measures are taken for mitigation.
30. Prevention of Sexual Harassment:
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 the Sexual
harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed hereunder. No complaints were
received during the year under the said policy.
31. Acknowledgement
The Directors gratefully acknowledge all stakeholders of the Company
viz. Members and banks for the excellent support received from them
during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.
For and on behalf of the Board of Directors
sd/-
Place Mumbai MAHENDRATHACKER
Date: 10.08.2015 CHAIRMAN
DIN-01405253
Mar 31, 2014
Dear Members,
The Directors hereby present the 23rd Annual Report together with the
Audited Accounts of the Company for the financial year ended 31st March
2014.
FINANCIAL RESULTS:
The figures of the current accounting year are summarized below:
(Rs. in Lacs)
For the For the
Year ended Year ended
31.03.2014 31.03.2013
Sales and Other Income 25.11 35.34
Profit Before Interest, Tax
And Depreciation 10.27 11.48
Interest 0.01 3.79
Profit Before Exceptional Items & Tax 10.26 7.69
Less:- Exceptional Item
Prior Period Expenses 0 0
Add :- Exceptional Income
a) Provision for Dimulation in value of
Investment earlier provided now written back 5.07 305.87
b) Amount of Margin Money Paid towards
investment inNSEL Contracts written off. (64.43) 0
Profit Before Tax (49.10) 313.56
Less :- Provision for Taxation 0 1.86
Net Profit After Tax (49.10) 311.70
Excess Income Tax Provision 1.80 0
Loss Brought forward (3318.70) (3630.40)
Profit/(Loss) Available for Appropriation 3366.00 3318.70
DIVIDEND:
In view of the accumulated losses of the earlier years, your Directors
express their inability to declare any dividend for the year under
review.
OPERATIONS:
The Company has not carried out any Business activity during the year.
Your Directors are considering various avenues & options for the
activities to be undertaken. The Company has earned the income by way
of Interest & Dividend.
PUBLIC DEPOSITS:
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 58A of the Companies Act, 1956 and rules
made thereunder, during the year under review.
OBSERVATIONS IN THE AUDITORS'' REPORT:
The Board''s reply regarding the sub point (e) of point 2 to the
Auditors'' Report that disqualification of directors was on account of
non filing of annual accounts and annual returns for three consecutive
years in its subsidiary companies namely Jai Thackers Land Development
Limited and Polar Finance Limited. Subsequently, they ceased to be the
subsidiary companies of the Company and converted themselves into a
Private Company. Moreover, the period of five years of disqualification
of directors started from the date on which the subsidiary Companies
failed to file annual accounts and annual returns i.e. 29.11.2008 and
ended on 29.11.2013. In view of the aforesaid facts, at present no
Directors of the Company are disqualified from being appointed and/or
re-appointed as a Director.
The observations made by the Auditors in their Report read with
relevant notes given in the Notes on Accounts are self explanatory and
therefore, do not require any comments from your Directors pursuant to
Section 217(3) of the Companies Act, 1956.
AUDITORS:
M/s R. Kabra & Co., Chartered Accountants (FRN:104502W), Mumbai, retire
at the forthcoming Annual General Meeting and being eligible to hold
the office for a term of 3 more years, subject to ratification by the
Members at every AGM, offer themselves for re-appointment. The Auditors
retiring have furnished a certificate of their eligibility for
re-appointment under Section 139 of the Companies Act, 2013 and rules
made thereunder and have indicated their willingness to continue. The
Members are requested to consider their re-appointment and authorise
the Board of Directors to fix their remuneration.
SUBSIDIARY COMPANIES:
M/s. Polar Finance Limited ceased to be subsidiary during the year
under reference. As a result of which there are no other subsidiaries
in the Company.
In view of the above, a statement pursuant to Section 212 of the
Companies Act, 1956 in respect of the subsidiary to be appended to the
Balance Sheet and other relevant disclosures are not applicable to the
Company.
PARTICULARS OF EMPLOYEES:
During the year under review, as there were no employees on the payroll
of the Company, drawing salary/remuneration of Rs.60,00,000 p.a. or
more, information pertaining to Section 217 (2A) of the Companies Act,
1956 is not applicable.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs. Darshana M. Thacker
(DIN:02003242) retires by rotation and being eligible offers herself
for re-appointment.
During the year under review, Mr. Dinesh L. Patel (DIN:06439238) was
appointed by the Board at their meeting held on 31.01.2014 as an
Additional Director (Independent Director) of the Company. The Company
has received a Notice in writing from a Member along with requisite
deposit under Section 160 of the Companies Act, 2013, proposing his
candidature for the office of Director. Your Directors recommend his
appointment.
As per provisions of Sections 149, 152 read with Schedule IV and other
applicable provisions, if any, of the Companies Act, 2013 and the Rules
made there under (including statutory modification(s) or re- enactment
thereof for the time being in force) and Clause 49 of the Listing
Agreement, the Board recommends the reappointment of Mr. Ashok M.
Kadakia as the Independent Director of the Company for a period of five
years upto 31st March 2019. The Company has received a Notice in
writing from a Member along with requisite deposit proposing his
candidature for the office of Director of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under the applicable provisions of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board states
(a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there are no material
departures.
(b) That 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 on 31st
March, 2014 and of the Profit/ Loss of the Company for the year under
review;
(c) That 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
preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance has been incorporated as a
part of this report along-with a certificate from Auditors of the
Company, which is annexed thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
Energy Conservation remained an area of priority for the Company.
Selective replacement of obsolete equipments has enabled the Company to
achieve reduction in energy consumption.
Since your Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology
absorption as stipulated in the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 are not applicable.
(B) TECHNOLOGY ABSORPTION:
The activities of the Company do not involve any technology absorption
or expenditure on research and development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
31.03.2014 31.03.2013
Foreign Exchange Earnings Rs. NIL Rs. NIL
Foreign Exchange Outgo Rs. NIL Rs. NIL
APPRECIATION:
Your Directors wish to place on record their appreciation for the
wholehearted co-operation received from Shareholders and Bankers of the
Company.
For and On behalf Of the Board
Mr. Mahendra Thacker
Date : 31.07.2014 Director
Place : Mumbai (DIN:01405253)
Regd. Office:
6, Stadium House
81/83 Veer Nariman Road
Mumbai - 400 020.
Mar 31, 2013
The Directors hereby present the 22nd Annual Report together with the
Audited Accounts of the Company for the financial year ended 31st March
2013.
FINANCIAL RESULTS :
The figures of the current accounting year are summarized below:
(Rs. in Lacs
Particulars For the For the
Year ended Year ended
31.03.2013 31.03.2012
Sales and Other Income 35.34 43.89
Profit Before Interest, Tax
And Depreciation 11.48 28.50
Interest 3.79 2.21
Profit Before Exceptional
Items & Tax 7.69 26.29
Less :- Exceptional Item
Prior Period Expenses 0 0
Add :- Exceptional Income
Provision for Dimulation in
value of Investment earlier
provided now written back 305.87 0
Profit Before Tax 313.56 26.29
Less :- Provision for Taxation 1.86 0.70
Net Profit After Tax 311.70 25.59
Loss Brought forward (3630.40) (3655.99)
Profit/(Loss) Available
for Appropriation (3318.70) (3630.40)
DIVIDEND:
In view of the accumulated losses of the earlier years, your Directors
express their inability to declare any dividend for the year under
review.
OPERATIONS:
The Company has not carried out any Business activity during the year.
Your Directors are considering various avenues & options for the
activities to be undertaken. The Company has earned the income by way
of Interest & Dividend.
PUBLIC DEPOSITS:
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 58A of the Companies Act, 1956 and rules
made there under, during the year under review.
OBSERVATIONS IN THE AUDITORS REPORT:
Disqualification of Directors was on account of non filing of annual
accounts and annual returns for three consecutive years in its
subsidiary company namely Jai Thackers Land Development Limited.
Subsequently, it ceased to be a subsidiary company of the Company and
converted into a Private Company. Therefore disqualification of
directors is no more applicable to the Directors as Section 274 (1) (g)
is not applicable to Private Company.
The observations made by the Auditors in their Report read with
relevant notes given in the Notes on Accounts are self explanatory and
therefore, do not require any comments from your Directors pursuant to
Section 217(3) of the Companies Act, 1956.
AUDITORS :
The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. You are requested to consider their
re-appointment and authorize the Board of Directors to fix their
remuneration.
SUBSIDIARY COMPANIES:
M/s. Jai Thackers Land Development Limited ceased to be subsidiary
during the year under reference. The Company has now only one
subsidiary namely Polar Finance Limited.
A statement pursuant to Section 212 of the Companies Act, 1956 in
respect of the subsidiary is appended to the Balance Sheet. In terms of
General Circular No.2/2011 dated 8th February, 2011 issued by the
Ministry of Corporate Affairs, Government of India, the annual accounts
and other reports specified in Section 212(1) in respect of the
Subsidiary Company have not been attached to the Balance Sheet.
Financial Information of the Subsidiary Company is disclosed in the
Annual Report. The Company will make available these documents/details
to the Members of the Company and the Subsidiary Company upon request
made in this regard to the Company. The Annual Accounts of the
Subsidiary Company will also be kept for inspection by any member of
the Company at its Registered Office and at the Registered Office of
the concerned Subsidiary Company.
In accordance with the requirements of Accounting Standard AS-21
prescribed by the Institute of Chartered Accountants of India, the
Consolidated Financial Statements of the Company and its subsidiary is
annexed to this Annual Report.
PARTICULARS OF EMPLOYEES:
During the year under review, as there were no employees on the payroll
of the Company, drawing salary/remuneration of Rs. 60,00,000 p.a. or
more, information pertaining to Section 217 (2A) of the Companies Act,
1956 is not applicable.
DIRECTORS :
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ashok Kadakia retires by
rotation and being eligible offers himself for re-appointment.
During the year, Mr. V. P Shah ceased to be a Director of the Company
due to his sudden demise on 06.02.2013. The Board appreciates the
valuable contribution and guidance provided by him.
DIRECTORS'' RESPONSIBILITY STATEMENT :
The Board states
(a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there are no material
departures.
(b) That 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 on 31st
March, 2013 and of the Profit/ Loss of the Company for the year under
review;
(c) That 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
preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance has been incorporated as a
part of this report along-with a certificate from Auditors of the
Company, which is annexed thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: (A) CONSERVATION OF ENERGY:
Energy Conservation remained an area of priority for the Company.
Selective replacement of obsolete equipments has enabled the Company to
achieve reduction in energy consumption.
Since your Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology
absorption as stipulated in the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 are not applicable.
(B) TECHNOLOGY ABSORPTION:
The activities of the Company do not involve any technology absorption
or expenditure on research and development.
APPRECIATION :
Your Directors wish to place on record their appreciation for the
wholehearted co-operation received from Shareholders and Bankers of the
Company.
For and On behalf Of the Board
Sd/-
Mr. Mahendra Thacker
Date : 31st July 2013 Managing Director
Place : Mumbai
Regd. Office: Mr. Ashok Kadakia
6, Stadium House Director
81/83 Veer Nariman Road
Mumbai - 400 020.
Mar 31, 2012
The Directors hereby present the 21st Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2012.
FINANCIAL RESULTS:
The figures of the current accounting year are summarized below:
(Rs.in Lacs)
Stand-alone Results Consolidated Results
Particulars For the For the For the For the
Year Year Year Year
ended ended ended ended
31.03.2012 31.03.2011 31.03.2012 31.03.2011
Sales and Other
Income 43.89 36.89 123.44 36.90
Profit Before
Interest, Tax
And Depreciation 28.50 21.74 107.83 21.25
Interest 2.21 0 2.21 0.0009
Profit Before
Exceptional Items
& Tax 26.29 21.74 105.62 21.24
Less:- Exceptional
Item
Prior Period Expenses 0 2.14 0 0
Add :- Exceptional
Income
Sundry deposit
provided earlier
written back 0 50.00 0 0
Profit Before Tax 26.29 69.60 105.62 21.24
Less:-Provision for
Taxation 0.70 0 15.90 0
Net Profit After
Tax 25.59 69.60 89.72 21.24
Less: Short Provision
for Income 0 1.63 1.00 0
Tax earlier year
Add: Deferred Tax
Reversed of earlier
year 0 0 0 0
25.59 67.97 88.72 21.24
Loss Brought forward (3655.99) (3723.96) (4875.46) (4942.93)
Profit/(Loss)
Available for
Appropriation (3630.40) (3655.99) (4786.74) (4875.46)
APPROPRIATIONS:
Transfer to General Reserve NIL NIL
Proposed Dividend NIL NIL
Balance Carried To Balance Sheet (3630.40) (3655.99)
DIVIDEND:
In view of the accumulated losses of the earlier years, your Directors
express their inability to declare any dividend for the year
under.review.
OPERATIONS:
The Company has not carried out any Business activity during the year.
Your Directors are considering various avenues & options for the
activities to be undertaken. The Company has earned the income by way
of Interest & Dividend.
PUBLIC DEPOSITS:
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 58A of the Companies Act, 1956 and rules
made thereunder, during the year under review.
OBSERVATIONS IN THE AUDITORS REPORT:
With regard to Point No.4 (f) (1) of Auditors Report, in respect of
Note 16 pertaining to accounts prepared on going concern basis, the
Board wishes to state that the Company has sold majority of its fixed
assets and settled liabilities towards Bank(s). Out of the Balance
amount left, the Company is considering various options for the revival
of the business. Company has therefore prepared accounts ongoing
concern basis.
With regard to Point No.4 (f) (2) of Auditors Report, in respect of
Note 1 pertaining to the Share Capital of the Company, the Board wishes
to state that Note 1(a) has given full details.
With regard to Point No.4 (f) (2) of Auditors Report, in respect of
Note 6 pertaining to non-verification of investments, it is hereby
clarified that the same is certified by the management.
The other observations, if any, made by the Auditors in their Audit
Report have been duly clarified and explained either in the Report or
in the relevant notes forming part of the Annual Accounts, which are
self explanatory and do not need any further clarification.
AUDITORS:
The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. You are requested to consider their
re-appointment and authorise the Board of Directors to fix their
remuneration.
SUBSIDIARY COMPANIES:
The Company has two subsidiaries viz. Polar Finance Limited and Jai
Thackers Land Development Limited.
A statement pursuant to Section 212 of the Companies Act, 1956 in
respect of these subsidiaries is appended to the Balance Sheet. In
terms of General Circular No.2/2011 dated 8th February, 2011 issued by
the Ministry of Corporate Affairs, Government of India, the annual
accounts and other reports specified
in Section 212(1) in respect of the subsidiary companies have not been
attached to the Balance Sheet. Financial Information of the subsidiary
Companies is disclosed in the Annual Report. The Company will make
available these documents/details to the members of the Company and the
Subsidiary Companies upon request made in this regard to the Company.
The Annual Accounts of the subsidiary Companies will also be kept for
inspection by any member of the Company at its Registered Office and at
the Registered Office of the concerned subsidiary company.
In accordance with the requirements of Accounting Standard AS-21
prescribed by the Institute of Chartered Accountants of India, the
Consolidated Financial Statements of the Company and its subsidiaries
is annexed to this Annual Report. Jai Thacker's Land Development Ltd
ceased to be subsidiary on account of sale of shares by the Company
from July 2012.
PARTICULARS OF EMPLOYEES:
During the year under review, as there were no employees on the payroll
of the Company, drawing salary/remuneration of Rs. 2,00,000 p.m or
more, information pertaining to Section 217 (2A) of the Companies Act,
1956 is not applicable.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. V. P. Shah retires by
rotation and being eligible offers himself for re-appointment.
During the year, Mr. Jyotindra Kapadia ceased to be a director of the
Company due to his sudden demise on 27.06.2012. The Board appreciates
the valuable contribution and guidance provided by him.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Board states
(a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there are no material
departures.
(b) That 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 on 31st
March, 2012 and of the Profit/ Loss of the Company for the year under
review;
(c) That 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
preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance has been incorporated as a
part of this report along-with a certificate from Auditors of the
Company, which is annexed thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
Energy Conservation remained an area of priority for the Company.
Selective replacement of obsolete equipments has enabled the Company to
achieve reduction in energy consumption. Since your Company does not
own any manufacturing facility, the other particulars relating to
conservation of energy and technology absorption as stipulated in the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 are not applicable.
(B) TECHNOLOGY ABSORPTION:
The activities of the Company do not involve any technology absorption
or expenditure on research and development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
31.03.2012 31.03.2011
Foreign Exchange Earnings Rs.NIL Rs.NIL
Foreign Exchange Outgo Rs.NIL Rs.NIL
APPRECIATION:
Your Directors wish to place on record their appreciation for the
wholehearted co-operation received from Shareholders and Bankers of the
Company.
For and On behalf Of the Board
sd/-
Mr. Mahendra Thacker
Managing Director
sd/-
Mr. Ashok Kadakia
Director
Date : 31.07.2012
Place: Mumbai
Regd. Office:
6, Stadium House
81/83 Veer Nariman Road
Mumbai-400 020.
Mar 31, 2011
Dear Members,
The Directors hereby present the 20th Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2011.
FINANCIAL RESULTS:
The figures of the current accounting year are summarized below:
Particulars For the For the
Year ended Year ended
31.03.2011 31.03.2010
(Rs.in Lacs) (Rs.in Lacs)
Sales and Other Income 36.89 28.82
Profit Before Interest, TaxAnd 21.74 13.22
Depreciation
Interest 0 1.72
Profit Before Exceptional Items & Tax 21.74 11.50
Less :- Exceptional Item
Prior Period Expenses 2.14 0.00
Add :- Exceptional Income
Sundry deposit provided earlier written 50.00 0
back
Profit Before Tax 69.60 11.50
Less :- Provision for Taxation 0 1.80
Net Profit After Tax 69.60 9.70
Less: Short Provision for Income Tax 1.63 0.03
earlier year
Add: Deferred Tax Reversed of earlier 0 1.54
year
67.97 11.21
Loss Brought forward (3723.96) (3735.17)
Profit/(Loss) Available for (3723.96) (3735.17)
Aprropriation
Profit/(Loss) Brought Forward (3655.99) (3723.96)
APPROPRIATIONS:
Transfer to Gener.al Reserve NIL NIL
Proposed Dividend . NIL NIL
Balance Carried To Balance Sheet (3655.99) (3723.96)
DIVIDEND:
In view of the accumulated losses of the earlier years, your Directors
express their inability to declare any dividend for the year under
review.
OPERATIONS:
The Company has not carried out any Business activity during the year.
Your Directors are considering various avenues & options for the
activities to be undertaken. The Company has earned the income by way
of Interest & Dividend.
PUBLIC DEPOSITS:
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 58A of the Companies Act, 1956 and rules
made thereunder, during the year under review.
OBSERVATIONS IN THE AUDITORS REPORT:
With regard to point 4 (f) (1) pertaining to accounts prepared on going
concern basis the Board wishes to state that the Company has sold
majority of its fixed assets and settled liabilities towards Bank(s).
Out of the Balance amount left, the Company is considering various
options for the revival of the business. Company has therefore prepared
accounts on going concern basis.
With regard to point 4 (f) (2) pertaining to the Share Capital of the
Company, the Board wishes to state that Schedule I has given full
details. As regards non-verification of investments, the same is
certified by the management.
The other observations, if any, made by the Auditors in their Audit
Report have been duly clarified and explained either in the Report or
in the relevant notes forming part of the Annual Accounts, which are
self explanatory and do not need any further clarification.
AUDITORS:
The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. You are requested to consider their
re-appointment and authorise the Board of Directors to fix their
remuneration.
SUBSIDIARY COMPANIES:
The Company has two subsidiaries viz. Polar Finance Limited and Jai
Thackers Land Development Limited.
A statement pursuant to Section 212 of the Companies Act, 1956 in
respect of these subsidiaries is appended to the Balance Sheet. In
terms of General Circular No.2/2011 dated 8th February, 2011 issued by
the Ministry of Corporate Affairs, Government of India, the annual
accounts and other reports specified in Section 212(1) in respect of
the subsidiary companies have not been attached to the Balance Sheet.
Financial Information of the subsidiary Companies is disclosed in the
Annual Report. The Company will make available these documents/details
to the members of the Company and the Subsidiary Companies
upon request made in this regard to the Company. The Annual Accounts of
the subsidiary Companies will also be kept for inspection by any member
of the Company at its Registered Office and at the Registered Office of
the concerned subsidiary company.
In accordance with the requirements of Accounting Standard AS-21
prescribed by the Institute o Chartered Accountants of India, the
Consolidated Financial Statements of the Company and it: subsidiaries
is annexed to this Annual Report.
PARTICULARS OF EMPLOYEES:
During the year under review, as there were no employees on the payroll
of the Company, drawing salary/remuneration of Rs.2,00,000 p.m or more,
information pertaining to Section 217 (2A) of the Companies Act, 1956
is not applicable.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ashok Kadakia retires by
rotation and being eligible offers himself for re-appointment.
During the year, Mr. Jyotindra Kapadia was appointed as an Additional
Director w.e.f 01.02.2011. Pursuant to Section 260 of the Companies
Act, 1956, Mr. Jyotindra Kapadia holds office only up to the Annual
General Meeting. The appointment of the Director requires approval of
the shareholders in General Meeting by way of ordinary resolution.
Mr. Mihir Thacker resigned from the Board w.e.f 29.08.2011. The Board
wishes to place on record its appreciation for services rendered by him
during his tenure.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Board states
(a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there are no material
departures.
(b) That 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 on 31sl
March, 2011 and of the Profit/ Loss of the Company for the year under
review;
(c) That 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
preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance has been incorporated as a
part of this report along- with a certificate from Auditors of the
Company, which is annexed thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
Energy Conservation remained an area of priority for the Company.
Selective replacement of obsolete equipments has enabled the Company to
achieve reduction in energy consumption.
Since your Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology
absorption as stipulated in the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 are not applicable.
(B) TECHNOLOGY ABSORPTION:
The activities of the Company do not involve any technology absorption
or expenditure on research and development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
31.03.2011 31.03.2010
Foreign Exchange Earnings Rs. NIL Rs.NIL
Foreign Exchange Outgo Rs. NIL Rs.NIL
APPRECIATION:
Your Directors wish to place on record their appreciation for the
wholehearted co-operation received from Shareholders and Bankers of the
Company.
For and On behalf Of the Board
Mr. Mahendra Thacker
Managing Director
Mrs. Darshana Thacker
Executive Director
Date : 29.08.2011
Place : Mumbai
Regd. Office:
6, Stadium House
81/83 Veer Nariman Road
Mumbai - 400 020.
Mar 31, 2010
The Directors hereby present the 19th Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2010.
FINANCIAL RESULTS:
The figures of the current accounting year are summarized below:
Particulars For the For the
Year ended Year ended
31.03.2010 31.03.2009
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 28.82 52.56
Profit Before Interest,
TaxAnd Depreciation 13.22 (1.62)
Interest 1.72 1.31
Depreciation 0 1.60
Profit / (Loss) Before Tax 11.50 (4.54)
Less :- Exceptional Item 0.00 0.00
Add :- Exceptional Income
(M/s. Rupali Commercial 0 56.49
Pvt. Ltd.
towards Time Share settlement)
Less : - Provision for Taxation
- Fringe Benefit Tax 0.03 0.02
- Current Tax 0 5.35
- Deferred Tax 0 (0.18)
Net Profit / (Loss) After Tax 11.47 46.76
Short Provision for Income
Tax earlier year 0.00 0.00
Deferred Tax Reversed
of earlier year 1.54 0.00
Profit/(Loss) Brought
Forward (3735.17) (3781.93)
Profit/floss) Available
for Appropriation (3722.16) (3735.17)
APPROPRIATIONS:
Transfer to General Reserve NiL NIL
Proposed Dividend NiL NIL
Balance Carried To Balance Sheet (3722.16) (3735.17)
DIVIDEND:
In view of the accumulated losses of the earlier years, your Directors
express their inability to declare any dividend for the year under
review.
OPERATIONS:
The Company has not carried out any Business activity during the year.
Your Directors are considering various avenues & options for the
activities to be undertaken.
PUBLIC DEPOSITS.
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 58A of the Companies Act, 1956 and rules
made thereunder, during the year under review.
OBSERVATIONS IN THE AUDITORS REPORT:
With regard to point 4 (f) (1) pertaining to uncertainty about
discharge of retirement benefit the Board wishes to state that the
Company has sold majority of its Fixed Assets and there is no employee
of the Company. The Company has already paid all its statutory
liabilities and also other pending amounts towards the benefits. There
is no claim from any of the employee of the Company.
With regard to point 4 (f) (2) pertaining to accounts prepared on going
concern basis the Board wishes to state that the Company has sold its
majority of its fixed assets and settled liabilities towards Bank(s).
Out of the Balance amount left, the Company is considering various
options for the revival of the business. Company has therefore prepared
accounts on going concerned basis.
With regard to point 4 (f) (3) pertaining to Subsidiary Companies
Account, the Board wishes to state that the Company has already
prepared a consolidated account and is attached to the Balance Sheet.
Further both the subsidiary do not have any business or no major
expenses. In view of this the Company has not given particulars of the
Subsidiary.
With regard to point 4 (f) (4) pertaining to the Share Capital of the
Company, the Board wishes to state that the Schedule I has given full
details. As regards non verification of investments, the same is
certified by the management.
The other observations made by the Auditors in their Audit Report have
been duly clarified and explained either in the relevant notes forming
part of the Annual Accounts, which are self explanatory and do not need
any further clarification.
AUDITORS:
The Auditors M/s R. Kabra it Co., Chartered Accountants, Mumbai, retire
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. You are requested to consider their
re-appointment and authorise the Board of Directors to fix their
remuneration.
SUBSIDIARY COMPANIES:
M/s. Polar Finance Limited and M/s. Jai Thackers Land Development Ltd.
continued to be Subsidiaries of your Company during the year under
review. The Company has already attached Consolidated Accounts
incorporating Accounts of Subsidiaries.
PARTICULARS OF EMPLOYEES :
During the year under review, as there were no employees on the payroll
of the Company, information pertaining to Section 217 (2A) of the
Companies Act, 1956 is not applicable.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. V. R Shah retires by
rotation and being eligible offers himself for re-appointment. During
the year Mr. Jitendra Shah resigned from the board w.e.f. 20-3-2010.
The board wishes to place on record its appreciation for the services
rendered by him during his tenure.
The information to be provided for the abovementioned director under
Corporate Governance Codes of the Listing Agreement has been given in
the Corporate Governance Section of the Annual Report.
DIRECTORSRESPONSIBILITY STATEMENT:
The Board states
(a) That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed except Accounting Standard 15
for gratuity liability relating to previous years.
(b) That 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 on 31st
March, 2010 and of the Loss of the Company for the year under review;
(c) That 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
preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance has been incorporated as a
part of this report along-with a certificate from Auditors of
the,Company, which is annexed thereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
Energy Conservation remained an area of priority for the Company.
Selective replacement of obsolete equipments and awareness of the
employees through training has enabled the Company to achieve reduction
in energy consumption.
Since your Company does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology
absorption as stipulated in the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 are not applicable.
(B) TECHNOLOGY ABSORPTION:
The activities of the Company do not involve any technology absorption
or expenditure on research and development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
31.03.2010 31.03.2009
Foreign Exchange Earnings Rs. NIL Rs.NIL
Foreign Exchange Outgo Rs. NIL Rs.NIL
APPRECIATION:
Your Directors wish to place on record their appreciation for the
wholehearted co-operation received from Shareholders, Bankers,
Financial Institutions and valued Customers of the Company.
For and On behalf Of the Board
Mr. Mahendra Thacker
Date : 31.08.2010 Managing Director
Place : Mumbai
Regd. Office:
6, Stadium House
81/83 Veer Nariman Road
Mumbai - 400 020.
Mr. Ashok Kadakia
Director