Mar 31, 2015
Dear Members
The Directors are pleased to present their 24th Annual Report of the
Company with the Audited financial statement for the financial year
ended 31st March 2015.
1. FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31,2015
is summarised below:
PARTICULARS 2014-2015 2013-2014
Profit before Depreciation 1,54,03,617 1,24,85,117
Less: Depreciation 8,981 8,647
Less: Directors Remuneration NIL NIL
Profit after Depreciation & Before Tax 1,53,94,636 1,24,93,764
Less : Provision for Tax 21,55,000 37,54,000
Profit after Tax 1,32,39,636 37,39,764
Add : Profit brought forward (268,61,897) (356,01,661)
Balance transferred to Balance Sheet (136,22,261) (268,61,897)
Results of operations and the state of Company's affairs
The highlights of the Company's performance are as under:
* Revenue of the Company increased from Rs. 1,45,17,049.5 to Rs.
2,47.00,529/-
* Net Profit increased from Rs. 87,39,764/- to Rs. 1.32,39,764/-
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
Dividend
After considering the financial results for the financial year, your
Directors are of the opinion that it is prudent that no dividend be
declared for the year under review so that the profits earned in the
financial year can be ploughed back and utilized towards various growth
and other expansion plans,
Management's Discussion and Analysis
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management's Discussion and Analysis is set out in this Annual Report.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015. the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the loss of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down interna! financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with
the provisions of ail applicable laws and that such systems are
adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBl.The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on
Corporate Governance.
RISK MANAGEMENT
In accordance with Clause 49 of the Listing Agreement the Board of
Directors of the Company are responsible for framing, implementing and
monitoring the Risk Management plans of the Company. The Company has a
defined "Risk Management Policy' and the same has been approved by the
Board of Directors of the Company. The Risk Management Policy is
available on the Company's website at www.kyralandscapes.com.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design oroperations
were observed.
BOARD DIVERSITY
The Company recognises and embraces the benefits of having a diverse
Board to enhance the quality of its performance. The Board Diversity
Policy alms to set out the approach to achieve diversity on the board
of directors of the Company. The Board Diversity policy is available on
the Company's website at 'AAiVW.kyralandscapes.com.
MEETINGS OF THE BOARD
The Board met 5 times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between two meetings was within the
period prescribed by the Companies Act, 2013.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure
I to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr Keyur P Shah and Mr. Paresh V Shah, Directors of your Company
resigned from the Board wef August 28, 2015. Your Board records its
deep appreciation for the services rendered by Mr Keyur P Shah and Mr,
Paresh V Shah as Directors of the Company. Further your Directors
hereby inform that there are no Directors liable to retire by rotation
at the ensuing Annual General Meeting.
Your Board at its Meeting held on August 28, 2015, appointed Mr. Ravi
Jabbar Sharma as an Additional Director to hold office till conclusion
of the ensuing Annual General Meeting of the Company. The Company has
received a Notice as per the provisions of Section 160(1) of the
Companies Act, 2013, from a Member proposing the appointment of Mr.
Ravi Jabbar Sharma. Mr. Ravi Jabbar Sharma be also appointed as the
Chief Financial Officer of the Company for a term of 1 year wef August
28, 2015.
At its Meeting held on August 28, 2015, your Board appointed Mr.
Santosh Kumar as an Additional Director to hold office till conclusion
of the ensuing Annual General Meeting of the Company. The Company has
received a Notice as per the provisions of Section 160(1) of the
Companies Act, 2013, from a Member proposing the appointment of Mr.
Santosh Kumar. The Company has received a confirmation from Mr. Santosh
Kumar stating that he meets the criteria of independence as provided
under Section 149(6) of the Companies Act, 2013 and in the opinion of
your Board he is a person of integrity and posses relevant expertise
and experience for being appointed as Independent Director.
The Company has received necessary declarations from ali the
independent Directors of the Company under section 149(7) of the
Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal evaluation needs to be made by the Board and
its own performance and that of its Committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
Accordingly the Company has devised a Policy for performance evaluation
of Independent Directors, Board, Committees and other individual
Directors which includes criteria for performance evaluation of the
non-executive directors and executive directors, On the basis of the
policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors, a process of evaluation was
followed by the Board for its own performance and that of its
Committees and individual Directors.
Every new Independent Director of the Company attends a familiarisation
programme. The details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the
website of the Company at: www.kyralandscapes.com.
The following policies of the Company are attached herewith marked as
Annexure 11A and Annexure I IB: a) Policy for selection of Directors
and determining Directors independence; and b) Remuneration Policy for
Directors, Key Managerial Personnel and other employees.
Committees of the Board
Currently the Board has three committees viz. the Audit Committee, the
Nomination and Remuneration Committee and Stakeholders Relationship
Committee. A detailed note on the Board and its committees is provided
under the Corporate Governance report section in this annua! report.
The Composition of the Committees and compliances, as per the
applicable provisions of the Act and Rules are as follows:
Audit Committee:
The Audit Committee comprised of the following members - Mr.Narendra
DoshL Mr, Paresh Shah and Mr. Girish Sehgal. On resignation of Mr.
Paresh Shah, the Audit Commitee was reconstituted and comprises
Mr.Narendra Doshi, Mr. Santosh Kumar and Mr. Girish Sehgal. The terms
of referemce of the Audit Committee have been mentioned in the
Corporate Governance Report. All recommendations made by the audit
committee during the year were accepted by the Board.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprised of the following
members - Mr.Narendra Doshi, Mr. Paresh Shah and Mrs. Neeta Joshi. On
resignation of Mr. Paresh Shah, the Nomination and Remuneration
Commitee was reconstituted and comprises Mr. Narendra Doshi, Mr.
Santosh Kumar and Mrs. Neeta Joshi. The Nomination and Remuneration
Committee has framed the Nomination and Remuneration policy, A copy of
the policy is appended as Annexure IIB to the Board's Report,
Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee comprised of the following
Directors namely Mr.Narendra Doshi, Mr. Girish Sehgal and Mr. Paresh
Shah. On resignation of Mr. Paresh Shah, the Stakeholders' Relationship
Commitee was reconstituted and comprises Mr. Narendra Doshi, Mr.
Santosh Kumar and Mr. Girish Sehgal
VIGIL MECHANISM
The Company has adopted the Whistleblower mechanism for directors and
employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct and
Ethics.The Policy on vigil mechanism and whistle blower policy may be
accessed on the Company's website at www.kyralandscapes.com.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. Bhavik Sheth & Associates, Chartered Accountants, were appointed
as Statutory Auditors of the Company at the 23rd Annual General Meeting
held on September 30, 2014 to hold office till the conclusion of the
28th Annual General Meeting to be held in the calendar year 2018. In
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of auditors shall be placed for ratification at every
Annual General Meeting. Accordingly the appointment of M/s.
BhavikSheth& Associates, Chartered Accountants, as Statutory Auditors
of the Company, is placed for ratification by the shareholders. In this
regard the Company has received a certificate from the auditors that if
they are re-appointed, it would be in accordance with the provisions of
Section 141 of the Companies Act. 2013.
Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Secretarial Auditor
The Board has appointed M/s. D.S. Momaya & Co., Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15,
as required under Section 204 of the Companies Act, 2013 and rules
thereunder. The Secretarial Audit Report for thefinancial year ended
March 31, 2015 is annexed herewith marked as Annexure III to this
Report.
M/s. D.S. Momaya & Co,, Practising Company Secretary, the Secretarial
Auditors of the Company have made certain observations in their
Secretarial Audit Report. The Board comments in respect of the same as
under:
1. Observation : The Company has not filed form VIGT 10 pursuant to the
provisions of Secton 93 of the Companies Act. 2013 read with Rule 13 of
the Companies (Management and Administration) Rules, 2014.
Explanation: Due applicability of new Companies Act, 2013 and increased
burden of compliances and non-clarity in many provisions of the Act,
Company unintentionally missed out the compliances of filing of Form
MGT-10 but after such instance the company is very cautious about the
compliance of the provisions of the Act and has been regular in all
compliances within the time limit as may be prescribed in the Act.
2. Observation : The Company has not appointed a Company Secretary
pursuant to the provisions of Section 203 of the Companies Act, 2013
and Complaince officer as required under the SEBI guidelines and
Listing Agreement.
Explanation: Company being responsible Corporate, definitely desires to
appoint a well- qualified Company Secretary in compliance of Section
203 of the Companies Act, 2013 and in this context company is trying to
search Company secretary from long duration. Due to deficiency in the
number of Company Secretaries, company is not able to appoint Company
Secretary pursuant to the provision of section 203 of the Act. Further
the Company has also taken an initiative to appoint a well-qualified
Company Secretary by approaching the Institute of Company Secretaries
of India and very soon, the Company will make suitable appointment to
comply with the provisions of section 203 of the Act.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, required to be
furnished pursuant to Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as
under:
i. Part A and B of the Rules, pertaining to conservation of energy and
technology absorption, are not applicable to the Company.
ii. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned- Nil Foreign Exchange Used - Nil
Particulars of Employees and related disclosures
The Company has not paid any remuneration attracting the provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules. 2014. Hence, no information is required to be appended to this
report in this regard.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Loans given, investment made, guarantees given and securities
provided.
2. Details relating to deposits covered under Chapter V of the Act.
3. Issue of employee stock options.
4. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
5. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
6. The Company does not have any holding company or any subsidiary
hence neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from its holding company
or any of its subsidiaries.
7. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
8. There were no cases filed pursuant to the SexualHarassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
9. There were no cases of frauds that has to be reported to the Audit
Committee.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record their appreciation for
the continued support and cooperation extended by Banks, customers,
suppliers, financial institution, government authorities and other
stakeholders & investors. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
By order of the Board
For Kyra Landscapes Limited
Mr. Girish Sehgal Mrs. Neeta Joshi
Managing Director Chairperson
DIN:03321530 DIN: 03268948
Place : Thane
Date August 28, 2015
Mar 31, 2014
The Member of
KYRA LANDSCAPES LIMITED
The Directors are pleased to present their 23nd Annual Report of the
Company with the Audited Accounts for the period ended 31st March 2014.
This report has been prepared on the basis of legal requirements under
Companies Act, 1956. As per General Circular No.08/2014 issued by
Ministry of Corporate Affairs dated 04/04/2014, the provisions of
Companies Act, 2013 will become applicable for all disclosures required
under the Act for the Year 2014-2015 and subsequent years.
1) FINANCIAL RESULTS:
Amount in Rs.
PARTICULARS 2013-2014 2012-2013
Profit before Depreciation 1,25,02,411 1,19,20,554
Less : Depreciation 8,647 8,142
Less : Directors Remuneration NIL NIL
Profit after Depreciation & Before Tax 1,24,93,764 1,19,12,412
Less : Provision for Tax 37,54,000 36,76,000
Profit after Tax 87,39,764 82,18,142
Add : Profit brought forward (3,56,01,661) (4,38,19,803)
Balance transferred to Balance Sheet (2,68,61,897) (3,56,01,661)
2) DIVIDEND:
After considering the financial results for the financial year, your
Directors are of the opinion that it is prudent that no dividend be
declared for the year under review so that the profits earned in the
financial year can be ploughed back and utilized towards various growth
and other expansion plans.
3) DIRECTORS:
Shri Harish Joshi, Director of the Company, retires by rotation has
expressed his unwillingness to get re- appointment.
Shri Dipesh Joshi, Director of the Company retires by rotation has
expressed his unwillingness to get re- appointment.
4. AUDITORS:
Mr. Bhavik Ajitkumar Sheth, Chartered Accountants, Mumbai the retiring
Auditors expressed their willingness to be re-appointed as Auditors of
the Company. Your Directors propose appointment of Mr. Bhavik
Ajitkumar Sheth,, Chartered Accountants, whose appointment has been
duly approved by the Audit Committee and who shall hold office from the
conclusion of this meeting till the conclusion of the third annual
general meeting, with this meeting being counted as the first meeting
and will be subject to ratification in every Annual General Meeting
till the third Annual General meeting by way of passing of an ordinary
resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received from the Auditors to the effect that the
Auditor is eligible for appointment and is not disqualified for
appointment under the Act, the Chartered Accountants Act, 1949 and the
rules or regulations made there under and proposed appointment is
within the limits laid down by or under the authority of the Act
5. AUDITORS'' REPORT:
The Auditors'' Report to the shareholders on the Accounts of the Company
for the Financial year ended March 31,2014 does not contain any
qualification and the statements made therein are self- explanatory
6. RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF
COMPANIES ACT 2013:
The Board of Directors in its meeting held on 14th August 2014
reconstituted the Board of Directors of the Company in pursuant to
various provisions of the Companies Act 2013 as follows:
Sr.
No. Name of the Director Designation KMP Position Held
1. Mr. Girish Sehgal Whole Time Managing Director &
Director Chief Executive Officer
2. Mr. Neeta Joshi Whole Time Chairman
Director
3. Mr. Keyur P shah Whole Time Chief Financial Officer
Director
4. Mr.Paresh Shah Non Executive -
Independent-Director
5. Mr. Narendra doshi Non Executive -
Independent-Director
6. Mrs. Bindu P shah Non Executive -
Independent-Director
7. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:
A detailed analysis of your Company''s Performance is discussed in
Management Discussion and Analysis Report which forms part of this
Annual Report.
8. FUTURE PROSPECTS:
The Company is planning to enter into strategic alliance with an infra
structure development company pioneer in this industry. This nexus
would go a long way to strengthen the Company''s financial position and
its foot prints in infrastructure development business.
9. COMPANY SECRETARY AS THE KEY MANAGERIAL PERSONNEL
Pursuant to provisions of section 203, the Company is putting its
efforts to appoint whole time Company Secretary who will act as the Key
Managerial Personnel under the provisions of CompaniesAct 2013.
10. CORPORATE GOVERNANCE PHILOSOPHY:
Your Company believes that Corporate Governance is a voluntary code of
self-discipline. In line with this philosophy, it follows healthy
Corporate Governance practices and reports to the shareholders the
progress made on the various measures undertaken.As required under
clause 49 of the listingAgreement with the stock exchanges the report
on "Corporate Governance" together with the Auditor''s certificate
regarding complianceofthe codeofCorporate Governance isannexed
herewith.
11. REQUIREMENTS OF SECTION 217 OF THE COMPANIES ACT,1956:
a. The Company hasnoemployees covered under section
217(2A)ofCompaniesAct, 1956.
b. The directors responsibility statement setting out the compliance
with the accounting and Financial reporting requirements specified
under section 217(2AA) of the companies Amendment Act, 2001 in respect
of the financial statement is annexed to this report.
c. Provisions of section 217(1)(e) of CompaniesAct, 1956 are not
applicable to the company.
12. PUBLIC DEPOSITS :
Your Company has not accepted any deposits within the meaning of
provision under section 58 A of the CompaniesAct, 1956 from the public
during the year ended on 31st March, 2014.
13. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the Preparation of theAnnualAccounts, the applicable accounting
standard have been followed;
ii. They Directors have selected such accounting policies and made
judgments and estimates that are reasonable and prudent so as to give a
true fair view of the state of affairs of the Company at the end of the
financial year and profit of the Company for that period:
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
CompaniesAct, 1956 for safeguarding the assetsofthe Company and for
preventing and detecting fraud and other irregularities;
iv. TheAnnualAccounts have been preparedonagoing concern basis.
14. PARTICULARS OF EMPLOYEE
During the year under review, no employee of the Company was in receipt
of remuneration exceeding the limits prescribed under Section 217(2A)
of the Companies Act, 1956, read with the Companies (particulars of
employees) Rules, 1975. Thus furnishing of particulars under the
Companies (particulars of employees) Rules 1975 does not arise.
15. DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR
ENDED 31ST MARCH, 2014
There has not been any material change in the nature of business or
operation of the Company since the end of the financial year ended 31st
March, 2014 till the date of this Annual Report.
16. LISTING:
Stock Exchange Address
THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,
Dalal Street, Mumbai - 400 001
17. ACKNOWLEDGEMENT:
The Board of Directors wishes to place on record their appreciation for
the continued support and cooperation extended by Banks, customers,
suppliers, financial institution, government authorities and other
stakeholders & investors. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
By Order of the Board
Place : Mumbai For Kyra Landscape Ltd.
Dated : 14thAugust, 2014
sd/-
Harish Joshi
DIN: 02986911
Director
Mar 31, 2013
TO, The Member of KYRA LANDSCAPES LIMITED
The Directors are pleased to present their 22nd Annual Report of the
Company with the Audited Accounts for the period ended 31 st March
2013.
1. FINANCIAL RESULTS: 2012-2013
YEAR PREVIOUS YEAR
Profit before Depreciation 1,19,20,554 70,19,068
Less: Depreciation 8,142 3,671
Less: Directors Remuneration NIL NIL
Profit after Depreciation
& Before Tax 1,19,12,412 70,15,397
Less: Provision for Tax 36,76,000 21,50,000
Profit after Tax 82,18,142 48,64,561
Add: Profit brought forward (4,38,19,803) (4,86,85,200)
Balance transferred to Balance Sheet (3,56,01,661) (4,38,19,803)
2. DIVIDEND:
In view of the profits generated by the Company, your Directors
recommend payment a dividend of Rs.0.20 per share for the year ended
March 31,2013.
3. DIRECTORS:
Shri Vaibhav Vijay Patil, Director of the Company, retires by rotation
has expressed his unwillingness to get re-appointment.
Shri Dhananjay Rajendra Kale, Director of the Company retires by
rotation has expressed his unwillingness to get re-appointment.
Shri Tushar Patil, Director of the Company retires by rotation has
expressed his unwillingness to get re-appointment.
4. AUDITORS:
Mr. Bhavik Ajitkumar Sheth, Chartered Accountants, Mumbai the retiring
Auditors expressed their willingness to be re-appointed as Auditors of
the Company for the financial year 2013-14. Members are requested to
consider the appointment of Mr. Bhavik Ajitkumar Sheth Chartered
Accountant as the statutory Auditors of the Company for the financial
year ending 31st March, 2013 and authorize the Chairman to decide on
their remuneration.
5. AUDITORS" REPORT:
The observation made in Auditors Report & notes to accounts are self
explanatory and therefore does not call for any further comment.
6. BUSINESS PERFORMANCE/FINANCIAL OVERVIEW:
A detailed analysis of your Company''s Performance is discussed in
Management Discussion and Analysis Report which forms part of this
Annual Report.
7. FUTURE PROSPECTS:
The Company has entered into strategic alliance with an infra structure
development company pioneer in this industry. This nexus would go a
long way to strengthen the Company''s financial position and its foot
prints in infrastructure development business.
8. CORPORATE GOVERNANCE PHILOSOPHY:
Your Company believes that Corporate Governance is a voluntary code of
self-discipline. In line with this philosophy, it follows healthy
Corporate Governance practices and reports to the shareholders the
progress made on the various measures undertaken. As required under
clause 49 of the listing Agreement with the stock exchanges the report
on "Corporate Governance" together with the Auditor''s certificate
regarding compliance of the code of Corporate Governance is annexed
herewith.
9. REQUIREMENTS OF SECTION 217 OFTHE COMPANIESACT, 1956:
i) The Company has no employees covered under section 217(2A) of
Companies Act, 1956.
ii) The directors responsibility statement setting out the compliance
with the accounting and Financial reporting requirements specified
under section 217(2AA) of the companies Amendment Act, 2001 in respect
of the financial statement is annexed to this report.
iii) Provisions of section 217( 1) (e) of Companies Act, 1956 are not
applicable to the company.
10. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of
provision under section 58 A of the Companies Act, 1956 from the public
during the year ended on 31 st March, 2013.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the Preparation of the Annual Accounts, the applicable
accounting standard have been followed;
ii. They Directors have selected such accounting policies and made
judgments and estimates that are reasonable and prudent so as to give a
true fair view of the state of affairs of the Company at the end of the
financial year and profit of the Company for that period:
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
12. LISTING:
Stock Exchange Address
The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee Bhoy
Towers, Dalai Street, Mumbai-400001.
13. ACKNOWLEDGEMENT:
The Board of Directors wishes to place on record their appreciation for
the continued support and cooperation extended by Banks, customers,
suppliers, financial institution, government authorities and other
stakeholders 8t investors. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
(FOR AND ON BEHALF OF THE BOARD)
For Kyra Landscapes Ltd
sd/-
Director
Place : Thane
Dated : 29th May, 2013
Mar 31, 2012
The Directors are pleased to present their 21st Annual Report of the
Company with the Audited Accounts for the period ended 31 st March
2012.
1. FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR
Profit before Depreciation 70,19,068 21,60,341
Less: Depreciation 3,671 NIL
Less: Directors Remuneration NIL NIL
Less : Provision for Tax 21,50,000 4,03,930
Profit after Depreciation & Tax 48,65,397 17,56,411
Add : Profit brought forward (4,86,85,200) (5,04,41,611)
Balance transferred to
Balance Sheet (4,38,19,803) (4,86,85,200)
2. DIVIDEND:
In view to strengthen the Company's Reserves and due to inadequate
profits, the Directors have decided not to declare any dividend during
the year under review.
3. DIRECTORS:
Mr.Narendra Pratapray Doshi, Director of the Company retires by
rotation and being eligible offers himself for re-appointment.
Mr.Keyur Prakash Shah, Director of the Company retires by rotation and
being eligible offers himself for re-appointment.
Mr.Paresh V Shah, Director of the Company retires by rotation and being
eligible offers himself for re-appointment.
4. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the Preparation of the Annual Accounts, the applicable
Accounting Standard have been followed;
ii. They have, in selection of the accounting policies, consulted the
Statutory Auditors and these have been applied consistently and
reasonably and prudent judgment and estimates have been made so as to
give a true and fair view of the state of affairs of the Company for
the year ended on that date;
iii. Proper and sufficient care has been taken 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. The Annual Accounts have been prepared on a going concern basis.
5. AUDITORS:
M/s. S Chandulal & Company, Chartered Accountants, Mumbai the retiring
Auditors expressed their unwillingness to be re-appointed as Auditors
of the Company for the financial year 2012-13. The Company has received
an approach from M/s Bhavik Ajitkumar Sheth, Chartered Accountants, who
have expressed their willingness and eligibility to conduct the
statutory audit of the company for the year ending 31st March, 2013.
Members are requested to consider the appointment of M/s Bhavik
Ajitkumar Sheth, Chartered Accountant as the Statutory Auditors of the
Company for the financial year ending 31st March, 2013 and authorize
the Chairman to decide on their remuneration
6. AUDITORS'REPORT:
The observation made in Auditors Report & notes to accounts are self
explanatory and therefore does not call for any further comment.
7. SHIFTING OF REGISTERED OFFICE:
The Registered office of the Company was shifted from 1003, 10th Floor,
Ganesh Tower C.H.S., Dada Patil Wadi, Thane (West) - 400 601 to 102,1st
Floor, Surya Sadan Building, Ram Maruti Road, Thane (West) - 400601.
w.e.f 27.02.2012.
8. CHANGES IN SHARE CAPITAL:
The Company has increased its Authorized share capital from
Rs.21,00,00,000/- (Twenty One Crores Only) to Rs.29,00,00,000 /-(Rupees
Twenty Nine Crores Only) divided into 2,90,00,000 equity shares of
Rs.10/- each.
During the year under review your company has issued and allotted on
preferential basis 88,55,000 (Eighty Eight Lac Fifty Five Thousand)
equity shares of face value of Rs.10/- each aggregating to
Rs.8,85,50,000 (Eight Crores Eighty Five Lac Fifty Thousand) at par in
accordance with the guidelines for preferential issue contained in
chapter VII of the SEBI (Issue of capital and Disclosure Requirement)
Regulations 2009.
9. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:
A detailed analysis of your Company's Performance is discussed in
Management Discussion and Analysis Report which forms part of this
Annual Report.
10. FUTURE PROSPECTS:
The Company is looking forward for successfully entering into strategic
alliance with an infra structure development company pioneer in this
industry . This nexus would go a long way to strengthen the Company's
financial position and its foot prints in infrastructure development
business.
11. CORPORATE GOVERNANCE PHILOSOPHY:
Your Company believes that Corporate Governance is a voluntary code of
self-discipline. In line with this philosophy, it follows healthy
Corporate Governance practices and reports to the shareholders the
progress made on the various measures undertaken. As required under
clause 49 of the listing Agreement with the stock exchanges the report
on " Corporate Governance" together with the Auditor's certificate
regarding compliance of the code of Corporate Governance is annexed
herewith.
12. REQUIREMENTS OF SECTION 217 OF THE COMPANIES ACT, 1956 :
i) The Company has no employees covered under section 217(2A) of
Companies Act, 1956.
ii) The directors responsibility statement setting out the compliance
with the accounting and financial reporting requirements specified
under section 217(2AA) of the companies Amendment Act, 2001 in respect
of the financial statement is annexed to this report.
iii) Provisions of section 217(1 )(e) of Companies Act, 1956 are not
applicable to the company.
13. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of
provision under section 58 A of the Companies Act, 1956 from the public
during the year ended on 31 st March, 2012.
14. DIRECTOR RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii. They have, in selection of the accounting policies, consulted the
Statutory Auditors and these have been applied consistently and
reasonably and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March 2012 and of the profit of the Company for the year ended on
that date;
iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.
15. LISTING:
Stock Exchange Address
The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee Bhoy
Towers, Dalai Street,
Mumbai-400001.
16. ACKNOWLEDGEMENT:
The Board of Directors wishes to place on record their appreciation for
the continued support and co- operation extended by Banks, customers,
suppliers, financial institution, government authorities and other
stakeholders fit investors. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
(FOR AND ON BEHALF OF THE BOARD)
For Aricent Infra Ltd
sd/-
Director
Place : Thane
Dated : 14th May, 2012
Mar 31, 2011
The Directors are pleased to present their 20th Annual Report of the
Company with the Audited Accounts for the period ended 31st March 2011.
1. FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR
Profit before Depreciation 21,60,341 13,45,000
Less: Depreciation NIL NIL
Less: Directors Remuneration NIL NIL
Less: Provision for Tax 4,03,930 4,52,727
Profit after Depreciation & Tax 17,56,411 8,92,273
Add: Profit brought forward (5,04,41,611) (5,17,86,611)
Balance transferred to
Balance Sheet (4,86,85,200) (5,04,41,611)
2. DIVIDEND:
In view to strengthen the Company's Reserves and due to inadequate
profits, the Directors have decided not to declare any dividend during
the year under review.
3. DIRECTORS:
Mr.Vaibhav Vijay Patil, Director of the Company retires by rotation and
being eligible offers himself for re-appointment.
Mr.Dhananjay Rajendra Kale, Director of the Company retires by rotation
and being eligible offers himself for re-appointment.
Mr.Tushar Patil, Director of the Company retires by rotation and being
eligible offers himself for re- appointment.
Mr.Narendra P Doshi, Mr. Paresh P. Shah and Mr. Keyur P. Shah was
appointed as an Additional Directors of the Company on Board of
Director w.e.f. 25.10.2010 and Mr. Harish Narshi Joshi, Mr. Dipesh
Joshi and Mrs.Neeta Joshi was appointed as an Additional Director of
the Company on Board of Director w.e.f. 17.06.2011, have been Proposed
to be Appointed as Directors Liable to retire by rotation upon the
notice received in writing from a Member of the Company to appoint them
as a Director.
4. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the Preparation of the Annual Accounts, the applicable accounting
standard have been followed;
ii. They have, in selection of the accounting policies, consulted the
Statutory Auditors and these have been applied consistently and
reasonable and prudent judgement and estimates have been made so as to
give a true and fair view of the state of affairs of the Company for
the year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records fn accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; .
iv. The Annual Accounts have been prepared on a going concern basis.
5. AUDITORS:
M/s.Bhadresh B Sanghavi & Associates, Chartered Accountants, Mumbai the
retiring Auditors expressed their unwillingness to be re-appointed as
Auditors of the Company for the financial year 2011-12. The Company has
received an approach from M/s Suresh C Shah & Co, Chartered
Accountants, who have expressed their willingness and eligibility to
conduct the statutory audit of the company for the year ending 31st
March, 2012. Members are requested to consider the appointment of M/s
Suresh C Shah, Chartered Accountant as the statutory Auditors of the
Company for the financial year ending 31st March,
2012 and authorize the Chairman to decide on their remuneration
6. AUDITORS'REPORT:
The observation made in Auditors Report & notes to accounts are self
explanatory and therefore does not call for any further comment.
7. SHIFTING OF REGISTERED OFFICE:
The Registered office of the Company was shifted from 11, Radha Mandir
Building, 213, Sir Balchandra Road, Behind Ruia Collage, Matunga,
Mumbai - 400 019 to 1003, 10th Floor, Ganesh Tower C.H.S., Dada Patil
Wadi, Thane (West) - 400 601. w.e.f 18.08.2011.
8. CHANGE IN THE NAME OF THE COMPANY:
The Indian real estate sector constitutes an important part of the
country's economy as a result of rapid economic growth and the
increased demand for both commercial and residential space, so your
company has ventured into new business of Real estate and
infrastructure development. In order to ensure that the name of the
company reflects its core business activities the name of the company
has been changed from TCL technologies Limited to ARICENT INFRA LIMITED
with due approval of Registrar of companies and shareholders in their
meeting held on 18th November,2010.
9. CHANGES IN SHARE CAPITAL:
The Company has increased its Authorized share capital from
Rs.7,00,00,000/- (Seven Crores Only) to Rs.21,00,00,000 /-(Rupees
Twenty One Crores Only) divided into 1,97,00,000 equity shares of
Rs.10/- each and 13,00,000 Preference shares of Rs. 10/- (Rupees Ten
Only) each.
During the year under review your company has issued and allotted on
preferential basis 1,30,05,000 (One Crores Thirty Lac Five Thousand)
equity shares of face value of Rs.10/- each aggregating-to Rs.
13,00,50,000 (Thirteen Crores Fifty Thousand) at par in accordance with
the guidelines for preferential issue contained in chapter VII of the
SEBI (Issue of capital and Disclosure Requirement) Regulations 2009.
10. BUSINESS PERFORMANCE / FINANCIAL OVERVIEW:
A detailed analysis of your Company's Performance is discussed in
Management Discussion and Analysis Report which forms part of this
Annual Report.
11. FUTURE PROSPECTS:
v The India real estate sector constitutes an important part of the
country's economy as a result of rapid , economic growth and the
increased demand for both commercial and residential space with this
intention your company has ventured into real estate 6t infrastructure
development .The Development Business of the company would be of
developing on its own or/and entering into joint ventures or/and to
invest in companies involved infrastructure development.
12. CORPORATE GOVERNANCE PHILOSOPHY:
Your Company believes that Corporate Governance is a voluntary code of
self-discipline. In line with this philosophy, it follows healthy
Corporate Governance practices and reports to the shareholders the
progress made on the various measures undertaken. As required under
clause 49 of the listing Agreement with the stock exchanges the report
on " Corporate Governance" together with the Auditor's certificate
regarding compliance of the code of Corporate Governance is annexed
herewith.
13. REQUIREMENTS OF SECTION 217 OFTHE COMPANIES ACT, 1956:
i) The Company has no employees covered under section 217(2A) of
Companies Act, 1956.
ii) The directors responsibility statement setting out the compliance
with the accounting and financial reporting requirements specified
under section 217(2AA) of the companies Amendment Act, 2001 in respect
of the financial statement is annexed to this report.
iii) Provisions of section 217(1 )(e) of Companies Act, 1956 are not
applicable to the company.
14. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of
provision under section 58 A of the = Companies Act, 1956 from the
public during the year ended on 31st March, 2011.
15. DIRECTOR RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956, the
Directors, based on the representation received from the Operating
Management and after due enquiry, confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii. They have, in selection of the accounting policies, consulted the
Statutory Auditors and these have been applied consistently and
reasonable and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31st March 2011 and of the profit of the Company for the year ended on
that date;
iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.
16. LISTING:
Stock Exchange Address
The Bombay Stock Exchange Limited. 25th Floor, Phiroze Jee Jee
Bhoy Towers, Dalai Street,
Mumbai-400001.
17. ACKNOWLEDGEMENT:
The Board of Directors wishes to place on record their appreciation for
the continued support and co- operation extended by Banks, customers,
suppliers, financial institution, government authorities and other
stakeholders 6t investors. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
(FOR AND ON BEHALF OF THE BOARD)
For Aricent Infra Ltd
sd/-
Director
Place : Thane
Dated : 2nd September, 2011
Mar 31, 2009
The Directors have pleasure in presenting the 18th Annual Report
together with the Audited Accounts of the company for the year ended
31st March 2009
I FINANCIAL MATTERS:
March 2009 March 2008
PROFIT/(LOSS) BEFORE TAX 96,773 1,130
Less: Provision for tax 9,980 350
PROFIT/(LOSS) AFTER TAX 86,793 780
Add/Less: Balance brought forward (5,18,73,404) (5,18,74,184)
BALANCE C/F TO BALANCE SHEET (5,17,86,611) (5,18,73,404)
II DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
1. The financial statements are prepared in accordance with the
applicable Accounting Standards and the provisions of the Companies
Act, 1956 with proper explanation relating to material departures, if
any.
2. The Accounting policies as required have been followed by the
Company and the judgments & estimates that are reasonable and prudent
have been made so as to reflect a "true and fair view" of the financial
statements of the Company at the end of the financial year and of the
Profit of the Company for the year ended on that date.
3. The financial statements have been prepared on a going concern
basis.
4. The Directors had taken proper & sufficient care for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the Assets of the company and for preventing &
detecting fraud & other irregularities.
III DIVIDEND
Your Directors are of the opinion that in order to plough back the
profits and as a matter of prudent business practice, no Dividend is
recommended for the year.
IV PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)
The provisions of section 217(2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules 1988, as amended are not
applicable to the Company, as there are no employees whose remuneration
is in excess of the limits prescribed.
V AUDITORS
The Auditors M/s. BHARATI & ASSOCIATES, Chartered Accountants have
retired and are eligible for re-appointment as Statutory Auditors of
the company to hold office until the conclusion of the ensuing Annual
General Meeting.
The company has received letter from them to the effect of their
reappointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956.and that they are not
disqualified for such re-appointment within the meaning of Section 226.
The Notes on accounts referred to in the Auditors Report are self-
explanatory and therefore do not call for any further comments.
VI FOREIGN EXCHANGE EARNINGS & OUTGO
The company has not earned any foreign exchange or incurred any foreign
exchange outgo.
VII ACKNOWLEDGEMENT
All the Directors would like to express their grateful appreciation for
the sincere co-operation received from all the people concerned during
the year under report.
TCL TECHNOLOGIES LIMITED
DIRECTOR
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