Mar 31, 2013
To, The Shareholders of HRB FLORICULTURE LIMITED,
JAIPUR.
The Directors have pleasure in presenting their 18th Annual Report
together with the Audited Annual Accounts of the Company for the year
ended March 31st, 2013.
FINANCIAL SUMMARY
Particulars Finaceal
Year 2012-13 Finaceal
Year 2011-13
Net Profity(Loss) for the
year (before depreciation
and tax) (35,22,191) (5,78,195)
Less: Depreciation/ Amortization 12,05,181 11,93,013
Net Profit after depreciation
before tax (47,27,372) (17,71,208)
Less: Income Tax
Deferred Tax (6,610) 3,083
Net profit for the year (after
depreciation and tax) (47,20,762) (17,74,291)
Brought Forward Profit/(Loss)
from last year (80,21,928) (62,47,637)
Balance as at year end carried
over to next year (1,27,42,690) (80,21,928)
DIVIDEND In view of losses incurred during the year, your Directors
regret their inability to recommend any Dividend for the year ended
March 31, 2013.
CAPITAL STRUCTURE
During the FY 12-13 there is no change in capital structure of the
Company and paid up share capital of the Company stands at Rs.
2,27,63,000/-.
AUDITORS AND AUDITOR REPORT
M/s B. Khosla & Co., Chartered Accountants, Jaipur Auditor of the
Company retires at the forthcoming Annual General Meeting and being
eligible offer itself for re-appointment.
The Company had received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and - that they are not
disqualified for such reappointment within the meaning of Section 226
of the Act.
The qualifications/observations of the Auditor are self-explanatory and
do not call for any further comments.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
Certificate from the Secretarial Auditor of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
- MANAGEMENT DISCUSSION & ANALYSIS
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
BOARD OF DIRECTORS
Retire by Rotation
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mrs. Sunita Parwal, Director of
the Company retires by rotation on the ensuing Annual General Meeting
and being eligible offers herself for re-appointment.
A brief resume and other information required under clause 49 of the
listing agreement is included in the notice of Annual General Meeting.
The Board recommends their re- appointment.
- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE
EARNING AND OUTGO
The company is making all round effort for conservation of energy. The
measures are carried out on on-going basis throughout the year.
The particulars relating to foreign exchange earnings and outgo are
NIL.
- FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58-A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
- PARTICULARS OF THE EMPLOYEE
None of the Employee''s of the company was in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956 during the year under review.
- DIRECTORS'' RESPONSIBILITY STATEMENT;
Pursuant to the requirement under Sec. 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility statement, it is hereby
confirmed:
i. that in preparation of the annual accounts for the financial year
ended on 31st March, 2013, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii. that the directors have selected such accounting policies and
applied them consistently and made the judgments and estimates that
were 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
loss of the company for the year under review;
iii. that 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;
iv. that the directors had prepared the accounts for the financial year
ended on 31st March 2013, on a ''going concern'' basis.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATAEMENTS
Pursuant to acquisition of 100% holding/voting power by the Company
(HRB Floriculture Limited); "H R B Constructions Private Limited"
became the wholly owned subsidiary of the Company since 10.10.2005.
As required under the Listing agreement with the stock exchange, a
consolidated financial statement of the Company and its subsidiary "H R
B Constructions Private Limited" is attached.
The Board periodically reviews the working and performance of its
subsidiary Company.
The Company will make available the Annual Accounts of the subsidiary
company and the related detailed information to any member of the
company who may be interested in obtaining the same. The Consolidated
Financial statements presented by the Company include financial results
of its subsidiary also.
TECHNOLOGY ABSORPTION:
Specific areas in which R&D work carried out by the company: The
Company''s R&D activities concentrate on adaptation of new technology
and techniques to suit the climatic and local conditions, mainly in the
area of the productivity and better quality of the produce.
- Benefit derived as a result of the above R&D:
Cost reduction and Improvement in quality.
- Future plan of action:
Continuance of such effort for improvement in quality and increase
production.
- Expenditure on R & D:
The expenditure form the part of general overhead of the company, the
precise amount is not quantifiable.
- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Effort in brief made towards technology absorption, adoption and
innovation:
The company has made efforts to develop better techniques and better
quality of the product.
Benefit derived as a result of above efforts:
i. Better quality of product. ii. Cost reduction.
- COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. V. M. & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report.
Further, it is proposed to appoint, M/s V. M. & Associates, Company
Secretaries in Whole-time Practice, for issuance of Compliance
Certificate under Section 383A of the Companies Act, 1956, for the
financial year 2013-14.
- ACKNOWLEDGEMENTS:
The Board of Directors wishes to place on record its sincere
appreciation for due co-operation received from the Company''s Bankers,
Government, Advisors, Shareholders etc. The Directors are also thankful
to the employees at all levels for their continued support.
PLACE: JAIPUR FOR AND ON BEHALF OF BOARD OF DIRECTORS
DATE: 29.05.2013 KRISHAN KUMAR PARWAL CHAIRMAN
Mar 31, 2012
To, The Shareholders of HRB FLORICULTURE LIMITED, JAIPUR.
The Directors have pleasure in presenting their 17th Annual Report
together with the Audited Annual Accounts of the Company for the year
ended March 31, 2012.
FINANCIAL PERFORMANCE :
For the year For the year
2011-2012 2010-2011
Net Profit/(Loss) for the year (before
depreciation and tax) (578,195) (569,258)
Less:
Depreciation/ Amortisation 1,193,013 1,192,865
Net Profit after depreciation before tax (1,771,208) (1,762,123)
Less:
Income Tax - -
Deferred Tax 3,083 2,186
Net profit for the year (after
depreciation and tax) (1,774,291) (1,764,309)
Brought Forward Profit/(Loss) from
last year (6,247,637) (4,483,328)
Balance as at year end carried over
to next year (8,021,928) (6,247,637)
DIVIDEND
In view of losses incurred during the year, your Directors regret their
inability to recommend any Dividend for the yearended March 31, 2012.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr.PuneetParwal, Whole-Time
Director of the Company retires by rotation on the ensuing Annual
General Meeting and is eligible for re-appointment.
Mr.Vimal Jugal Kishor Chandak, Mr.Ramesh Kumar Somani and Mr.Amit
Sharda were appointed as additional directorsw.e.f. 29.05.2012.
In terms of the provisions of Companies Act, 1956
Mr.VimalJugalKishorChandak, Mr. Ramesh Kumar Somani and Mr.Amit Sharda
hold office until the date of ensuring Annual General meeting. Their
appointment as an Ordinary Director of the Company is placed before the
members for consideration.
DEMAT CONNECTIVITY WITH NSDL AND CDSL:
During the Financial Year, the Company initiated for DEMAT connectivity
with NSDL and CDSL. Pursuant to this, at present, the Company has
DEMAT connectivity with both the depositories.
REGISTRAR AND SHARE TRANSFER AGENT:
During the Financial year, the Company got itself registered with M/s
PurvaSharegistry India (P) Ltd., Lower Parel, Mumbai, for acting as
Registrar & Share Transfer Agent of the company for physical share
transfers and Demat connectivity with CDSL &NSDL and all matters
connected thereto.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATAEMENTS
Pursuant to acquisition of 100% holding/voting power by the Company
(HRB Floriculture Limited); "H R B Constructions Private Limited"
became the wholly owned subsidiary of the Company sincelO. 10.2005.
As required under the Listing agreement with the stock exchange, a
consolidated financial statement of the Company and its subsidiary "H R
B Constructions Private Limited" is attached.
The Board periodically reviews the working and performance of its
subsidiary Company.
The Company will make available the Annual Accounts of the subsidiary
company and the related detailed information to any member of the
company who may be interested in obtaining the same. The Consolidated
Financial statements presented by the Company include financial results
of its subsidiary also.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Sec. 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility statement, it is hereby
confirmed:
i. that in preparation of the annual accounts for the financial year
ended 31st March, 2012 the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii. that the directors had selected such accounting policies and
applied them consistently and made the judgments and estimates that
were 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
loss of the company for the year under review;
iii. that 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;
iv. that the directors had prepared the accounts for the financial
year ended 31st March 2012 on a ''going concern'' basis.
FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of section
58-A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:
The company is making all round effort for conservation of energy. The
measures are carried out on on-going basis throughout the year.
TECHNOLOGY ABSORPTION:
Specific areas in which R & D work carried out by the company: The
Company''s R & D activities concentrate on adaptation of new technology
and techniques to suit the climatic and local conditions, mainly in the
area of the productivity and better quality of the produce.
Benefit derived as a result of the above R & D: Cost reduction and
Improvement in quality.
Future plan of action: Continuance of such effort for improvement in
quality and increase production. Expenditure on R & D: The expenditure
form the part of general overhead of the company, the precise amount is
not quantifiable.
TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION
Effort in brief made towards technology absorption, adoption and
innovation:
The company has made efforts to develop better techniques and better
quality of the product. Benefit derived as a result of above efforts:
i. Better quality of product.
ii.Cost reduction.
FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review the company has expended Rs. Nil of
foreign exchange. The company has not earned any foreign exchange.
AUDITORS:
M/s B. KHOSLA & CO., Chartered Accountants, Jaipur Auditor of the
Company retire at the forthcoming Annual General Meeting and being
eligible offer himself for re-appointment."
The Company had received letter from M/s B. KHOSLA & CO., Chartered
Accountants, Jaipur to the effect that their re-appointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the Act.
The qualifications/observations of the Auditor are self-explanatory and
explained clarified wherever necessary in appropriate notes to
Accounts.
COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. V. M. & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report.
Further, it is proposed to appoint, M/s V. M. & Associates, Company
Secretaries in Whole-time Practice, for issuance of Compliance
Certificate under section 383A of the Companies Act, 1956, for the
financial year 2012-13.
MANAGEMENT DISCUSSION & ANALYSIS:
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock Exchanges is annexed and forms part
of the Director''s Report.
CORPORATE GOVERNANCE:
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance, forms part of
the Annual Report of the Company.
LISTING:
The shares of the company are listed in Jaipur, Mumbai, Ahmedabad,
Delhi and Kolkata Stock Exchange. The company during the year has paid
listing fees up to financial year ended March 31, 2012 toBombay Stock
Exchange. Listing Fees to other exchanges has not been paid by the
company.
PARTICULARS OF THE EMPLOYEE:
None of the Employee''s of the company was in receipt of the
remuneration exceeding the limits prescribed under section 217(2A) of
the Companies Act, 1956 as amended, during the year under review.
ACKNOWLEDGEMENTS:
The Board of Directors wishes to place on record its sincere
appreciation for due co-operation received from the Company''s Bankers,
Government, Advisors, Shareholders etc. The Directors are also thankful
to the employees at all levels for their continued support.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place: JAIPUR
KRISHAN KUMAR PARWAL
Date: 29th MAY, 2012
CHAIRMAN
Mar 31, 2011
The directors have pleasure in presenting the 16th Annual Report
together with audited statements of the accounts for the year ending
31st March 2011. The report is as under: -
FINANCIAL PERFORMANCE
For the year
ended For the year
ended
31-3-2011 (Rs.) 31-3-2010 (Rs.)
Profit/ (Loss) for the year
(before tax and (5,69,258.01) 11,12,494.20
depreciation)
Less: Depreciation &
Amortization of the 11,92,865.00 11,88,918.00
advance made for the
lease rights of the
Agricultural land
Profit / (Loss) during
the year before tax (17,62,123.01) (76,423.80)
Less: Income Tax - 1,03,090
: Deferred Tax Charge/(Credit) 2186.00 2,330
Profit/(Loss) After Tax (17,64,309.01) (1,81,843.80)
Add/(Less): Profit/(Loss)
Brought forward (44,83,327.86) (43,01,484.06)
from last year
"Balance of Loss up to 31-3-2010 (6,247,636.87) (44,83,327.86)
Your directors recommend carrying forward the loss to next year.
DIRECTORS
Smt. Sunita Parwal, Director of the company retires by rotation on the
ensuing Annual General Meeting and is eligible for re-appointment.
PARTICULARS OF THE EMPLOYEE
There is no person in the employment of the company drawing or entitled
to draw a remuneration of Rs.60,00,000.00 or more per annum or Rs.
5,00,000.00 or more per men sum, if employed for the part of the year.
COMPLIANCE CERTIFICATE
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. V. M. & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report.
Further, it is proposed to appoint, M/s V. M. & Associates, Company
Secretaries in Whole-time Practice, for issuance of Compliance
Certificate under section 383A of the Companies Act, 1956, for the
financial year 2011-12.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sec. 2i7(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility statement, it is hereby
confirmed:
(i) that in preparation of the annual accounts for the financial year
ended 31st March, 2011 the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made the judgments and estimates that
were 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
loss of the company for the year under review;
(iii) that 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;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March 2011 on a 'going concern' basis.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58-A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
LISTING
The shares of the company are listed in Jaipur, Mumbai. Ahmedabad,
Delhi and Kolkata Stock Exchange. The company has not paid Listing
Fees for any of the above stock exchanges.
AUDITORS
M/s B. Khosla & Co., Chartered Accountants, Jaipur retiring auditors
and being eligible, offer themselves for re-appointment.
For and on Behalf of the Board
KRISHAN KUMAR PARWAL PUNEET PARWAL
Managing Director Whole-time Director
Jaipur
Dated: September 1,2011
Mar 31, 2010
The director have pleasure in presenting the 15th Annual Report
together with audited statement of the accounts for the year ending
31st March 2010, The report is as under:-
FINANCIAL PERFORMANCE
For the
year For the
year
ended ended
31-3-2010
(Rs.) 31-3-2009
(Rs.)
Profit/ (Loss) for the year
(before tax and 11,12,494.20 (56,25,706.14)
depreciation)
Less: Depreciation &
Amortization of the 11,88,918.00 11,97,348.00
advance made for the lease
rights of the Agricultural
land
Profit/(Loss) during the
year before tax (76,423.80) (68,23,054.14)
Less: Income Tax 1,03,140 19984
: Deferred Tax Charge/ (Credit) 2,330 18,04,982
: Fringe Benefit Tax (50) 8,451
Profit/(Loss) After Tax (1,81,843.80) (86,56,471.14)
Add/(Less): Profit/(Loss)
Brought forward from last year (43,01,484.06) (43,54,987.08)
Balance of Loss up to 31-3-2010 (44,83,327.86) (43,01.484.06)
Your directors recommend carrying forward the loss to next year.
DIRECTORS
Sh, Puneet Pamal, Director of the company retires by rotation on the
ensuing Annual General Meeting and is eligible for re-appointment.
PARTICULARS OF THE EMPLOYEE
There is no person In the employment of the company drawing or entitled
to draw a remuneration of Rs. 24,00,000.00 or more per annum or Rs.
2,00,000.00 or more per mensum, if employed for the part of the year.
COMPLIANCE CERTIFICATE
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V. M. & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report.
Further it is proposed to appoint, M/s V. M. & Associates, Company
Secretaries in Whole- time Practice, for issuance of Compliance
Certificate under section 383A of the Companies Act, 1956, for the
financial year 2010-11.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sec. 217(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility statement, it is hereby
confirmed:
(i) that in preparation of the annual accounts for the financial year
ended 31st March, 2010 the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made the judgments and estimates that
were 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
profit and loss of the company for the year under review;
(iii) that 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;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March 2010 on a 'going concern' basis.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section
58-A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975.
LISTING
The shares of the company are listed in Jaipur, Mumbai. Ahmedabad,
Delhi and Kolkata Stock Exchange. The company has not paid Listing
Fees for any of the above stock exchanges.
AUDITORS
M/s B. Khosla & Co., Chartered Accountants, Jaipur retiring auditors
and being eligible, offer themselves for re-appointment.
For and on Behalf of the Board
KRISHAN KUMAR PARWAL PUNEET PARWAL
Managing Director Whole-time Director
Jaipur
Dated: June 28, 2010
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