Mar 31, 2015
Dear Members,
The Directors here by present the 35th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
FINANCIAL RESULTS:
[Amount in Rupees]
Particulars Financial Year Financial Year
2014-15 2013-14
Other Income (7827064) 1974811
Total Expenses (8950471) 938808
Profit (Loss) before Tax and
Extra Ordinary Items 1123407 1036003
Less:- Loss on sale of long
term investment 0 14182500
Tax expense 351289 314129
Net Profit (Loss) after
Tax & adjustments 772118 13460627
Earning per equity share: 0.05 (1.24)
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review except dividend
income.
DIVIDEND:
Your Directors have not recommended any dividend for the financial year
under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs
200900000/- divided into 20090000 equity shares of Rs 10/- each. There
has been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. KETANBHAI SORATHIYA (DIN-01403554) who was appointed as an
Additional Director on 20.08.2015 be and hereby appointed as director
of the Company and liable to retire by rotation.
Mr. VIPUL SHANTILAL TRIVEDI (DIN-01531954) who was appointed on
28.08.2015 and Ms. DINABEN GANATRA (DIN- 07265796) who was appointed on
20.08.2015 as an additional directors and are hereby appointed as an
Independent Director of the Company for five consecutive years for a
term up to September 28, 2020. Mr. PRAJYOT YASHVANT JAMBEKAR, Mr. SUNIL
PRAKASH WAVHAL and Mr. TUSHAR AJIT RAWOOL were resigned as a Director
of the Company with effect from 20.08.2015, 28.08.2015 and 28.08.2015
respectively.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year Nine Board Meetings and four Audit
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with
the provisions of Section 177 of the Companies Act, 2013 and details
have been furnished in the Corporate Governance Report forming a part
of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 and details
have been furnished in the Corporate Governance Report forming a part
of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committee as 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and details has been furnished in the Corporate
Governance Report forming a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered
Accountants, Mumbai Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. The observations made by the Auditors' in
their Auditors' Report and the Notes on Accounts referred to in the
Auditors' Report are self-explanatory and do not call for any further
comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND
EXPLANATIONS BY THE BOARD:
Sr. Qualifications made by Secretarial Explanations by the Board
No. Auditor
a) Acknowledgement for sending the The notice and agenda for
notices of the Meeting of the Board the Board and committee
and Committees are not maintained meeting are sent by the
by the company. email or hand delivery.
The company will ensure
to maintain to the
acknowledgements for
sending the notice of the
meeting of the board and
the committee.
b) Updating of website with regard The company will take
to various policies is pending necessary steps to update
website with regard to
various policies which
are pending.
c) The company has not complied The company will take
with certain clauses of Listing necessary steps to
Agreement as regards publication comply with the same.
of Notice of Board Meeting, Notice
of AGM, quarterly results.
d) As per section 203(1)(i),(ii) & Since the Company does
(iii), the Company is required not have any significant
to appoint Company Secretary & business activities,
Chief Financial Officer. hence the Volume and
The Company has not appointed Scope of work for the
Company Secretary & Chief Company Secretary and
Financial Officer. Chief Financial Officer
are less and it is not a
full time work and the
job of Company Secretary
and Chief Financial
Officer are not
attractive commensurate
with the scope of work
and salary.
e) As per section 138 of the The size of operation of
Companies Act, 2013, the the Company is very
Company is required to small, it is not viable
appoint Internal Auditor. Auditor but the Company
The Company has not appointed has established the
The Company has not appointed internal control system.
Internal Auditor.
f) The company has not maintained The company will take
the attendance register for necessary steps to
Board and committee meeting maintain the attendance
register for board and
committee meetings.
g) Statutory Registrar as per The company will take
companies Act 2013 is yet necessary steps to update
to be updated. Statutory Register as per
companies Act 2013.
h) Certain event based E Forms The company will ensure
have not been filed by the to file all relevant
company in time which were required documents in time with
to be filed with ROC during the ROC and other authorities
audit period. as when required.
i) As per the provisions of Section The Company is in process
149(1) of the Companies Act, for appointing of Women
2013 and revised clause 49 of Director and
the listing agreement, the Company once suitable and if any
required to have at least one Wome willing candidate agrees
Director on its Board. The Company ] to join the Company.
has not appointed Women Director.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of
the Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year were Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made 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 the profit or
loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for Government Policies and Human Resource
Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, MALABAR TRADING COMPANY LIMITED
PLACE: MUMBAI
DATE: 01.09.2015 Sd/-
(KETANBHAI SORATHIYA)
CHAIRMAN
Mar 31, 2014
Dear members,
The Directors here by present the 34th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2014.
FINANCIAL RESULTS:
[Amount in Rupees]
Particulars Financial Financial
Year 2013-14 Year 2012-13
Other Income 1,974,811 3,399,228
Total Expenses 938,808 1,407,569
Profit (Loss) before Tax and
Extra Ordinary Items 1,036,003 1,991,658
Less:- Loss on sale of long
term investment 14,182,500 Nil
Tax expense 314130 644022
Net Profit (Loss) after
Tax & adjustments (13,460,627) 1,347,637
Earning per equity share: (1.24) 0.12
OPERATIONS REVIEW:
During the year under review due to financial crisis company was not in
position to generate target revenue from the operation but due to some
fixed cost company posted Net Loss of Rs. 13460627.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. PRAJYOT YASHVANT JAMBEKAR was appointed as an Additional Director
of the Company on 08.05.2014 be and hereby appointed as director of the
Company and whose office liable to retire by rotation. Mr. TUSHAR AJIT
RAWOOL and Mr. SUNIL PRAKASH WAVHAL were appointed on 19.05.2014 and
08.05.2014 as an Additional Director of the Company and appointed as an
Independent Director of the Company for a period of five years from the
conclusion 34th AGM to the conclusion of 39th AGM. Mr. VIJAY YASHAWANT
KAMBLE and Mr. SUMIT TUKARAM CHILE were appointed as Additional
Director as on 31.10.2013 and resigned from the board as on 19.05.2014.
Mr. VIVEK AGRAWAL, Mr. MANISH KUMAR POKHERNA and Mr. KEVAL CHANDRAKANT
SHAH were resigned as a Director of the Company with effect from
31.10.2013, 08.05.2014 and 31.08.2013. Mr. VIRAL GUNVANTBHAI KAPADIA
resigned as Managing Director with effect from 23.07.2014 and NUPOOR
MANDOWARA (CS) resigned as Compliance office with effect from
31.03.2014.
CHANGES IN CAPITAL STRUCTURE:
Authorised share Capital
During the year under review, Company in Extra Ordinary General Meeting
held on 8th May, 2013 has increased the Authorized Share Capital of the
Company from Rs. 11 Crore to Rs. 21 Crore. Thus, at present the
authorized share capital of the Company is Rs. 21,00,00,000 (Rupees
Twenty One Only) divided into 2,10,00,000 (Two Crore Ten Lacs) Equity
Shares of Rs.10/- (Rupee Ten Only) each.
ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:
During the year under review, Company in Extra Ordinary General Meeting
held on 13th August, 2013 to issue, offer and allot 12890000 (One Crore
Twenty Eight Lacs Ninety Thousand) Warrants on preferential basis
convertible into 12890000 (One Crore Twenty Eight Lacs Ninety Thousand)
Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each for
an aggregate amount upto Rs. 10,00,00,000/- (Rupees Ten Crore only) at
a price of Rs. 35/- (Rupees Thirty Five Only) per Warrant to Non
promoters as may be permitted under the applicable Rules and
Regulations, in one or more tranches, and upon such terms and
conditions as may be deemed appropriate by the Board.
ALLOTMENT OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:
The Company in its Board Meeting held on 20.11.2013 allotted 9240000
convertibles warrant on preferential basis to other then promoters.
CHANGES IN CAPITAL STRUCTURE:
Issued and Paid-up Share Capital
The Company in its Board Meeting held on 18.01.2014 converted and
allotted 9240000 convertibles fully paid warrant in to equal number of
equity shares of Rs.10/- each per share on preferential basis to other
then promoters. Accordingly, after said allotment, the issued and
paid-up share Capital of the Company stood at Rs.20,09,00,000
comprising of 2,00,90,000 equity share of Rs.10/-(Rupees Ten Only)
each.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered
Accountants, Mumbai Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors'
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
PARTICULARS OF STAFF:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to Company, as our Company has not carried out in
the manufacturing activities. The foreign exchange earning on account
of the operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made 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 the profit or
loss of the Company for that period;
iii) the Directors have 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) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, MALABAR TRADING COMPANY LIMITED
PLACE: MUMBAI
DATE: 28.08.2014 (PRAJYOT JAMBEKAR)
CHAIRMAN
Mar 31, 2012
To, The Members of Malabar Trading Company Limited
The Directors have pleasure in presenting the Annual Report of the
Company together with the Audited Statement of Accounts for the
accounting period ended on 31st March, 2012.
FINANCIAL RESULTS
(Rs. In Lacs)
Description For the
Year For the
Year
ended
31.03.2012 ended
31.03.2011
Total Income 40.24 12.59
Total Expenditure 13.44 7.47
Operating Profit(PBDT) 26.8 5.12
Depreciation 0.49 0.61
Profit before Taxation 26.31 4.51
Add: Net Deferred Tax
Assets/Reversal of DTL (3.99) 3.74
Add: MAT Credit Entitlement 0.79 0.58
Less: Interest paid on Income Tax 0.00 0.02
Less: Provision for MAT 5.02 0.83
Profit after Taxation 18.09 7.99
Proposed Dividend 10.85 1.55
Provision for Dividend Tax 1.76 0.26
Net Profit after Tax and Dividend 5.48 6.18
Amount B/F from Last year 36.55 30.37
Balance C/F to Balance Sheet 42.03 36.55
During the year under review the company's Profit after Tax stood at
Rs. 18.09 Lacs.
The Directors expects a further growth in the current year due to the
new activities being taken up in the current year.
DIVIDEND
The Board has recommended 1% dividend on equity shares, i.e., Rs. 0.10
per share of the face value of Rs. 10/- each.
AUDITORS
The existing auditors M/s. LKM & Co., Chartered Accountants, retire at
the ensuing Annual General Meeting and have shown their unwillingness
for re-appointment as the auditors of the Company due to preoccupation.
The Board has obtained the confirmation from M/s. Katariya & Co.,
Chartered Accountants of their eligibility and willingness to be
appointed as the Statutory Auditors of the Company. A proposal seeking
their appointment is provided as part of the Notice of the ensuing
Annual General Meeting.
The comments by the Auditors in their Report are self explanatory and
in the opinion of the Board, do not require any further clarifications.
DIRECTORS
Mr. Shyam Sunder Gupta resigned from the directorship of the Company
with effect from 20th October, 2011. Your Board places on record its
sincere appreciation of the services rendered by him.
Mr. Vivek Agrawal and Mr. Manish Kumar Pokherna were appointed as
additional director w.e.f. 20th June, 2011 and 22nd February, 2012
respectively. Notice in writing under section 257 of the Companies Act,
1956 have been received from some members of the Company proposing the
candidature of Mr. Agrawal and Mr. Pokherna.
Mr. Rajnath Shukla retires by rotation at the forthcoming Annual
General Meeting and since he has not opted for re-appointment due to
pre-occupation, he will cease to be a director on the date of AGM.
Your Board places on record its sincere appreciation of the services
rendered by him.
AUDITORS' REPORT
Observations made in the Auditors' Report are self explanatory, and
therefore, do not call for comments under section 217(3) of the
Companies Act, 1956.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, management Discussion & Analysis Report is appended to this
Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance and certificate from the
auditors of the Company regarding compliance of conditions of Corporate
Governance pursuant to clause 49 of the Listing Agreement with the
Stock Exchanges, forms part of the Annual Report.
BONUS ISSUE
During the year under review, the Company had declared and allotted
93,00,000 equity shares of Rs. 10/- each as fully paid up Bonus Shares
in the ratio of Six (6) Equity Shares as Bonus Shares on August 26,
2011, against Every One (1) Equity Share held as on the Record Date,
i.e., August 25, 2011. ACQUISITION OF STAKE
During the year, Company has acquired 789000 equity shares of M/s
IADFAC Laboratories Private Limited ("ILPL") (99.87% Holding of "ILPL")
and 900000 equity shares of M/s Protect Nature Private Limited ("PNPL")
(97.26% Holding of "PNPL"). Pursuant to the said acquisitions, ILPL and
PNPL became subsidiaries of the Company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company is not manufacturing unit hence, information pertaining to
conservation of energy and technology absorption is not applicable to
the Company.
There are no transactions pertaining to Foreign exchange earning and
outgo during the year under review.
PARTICULARS OF EMPLOYEES
The Company does not have any employee whose particulars are required
to be given pursuant to the provisions of the section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA), which was introduced by the
Companies (amendment) Act, 2000 you're Directors confirm that:-
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as it gives a true & fair view of the state of affairs
of the Company as on 31st March, 2012 and the profit & loss of the
company for the year ended on 31st March, 2012.
iii. The Directors have 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. The Directors have prepared the Annual Accounts on going concern
basis.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their sincere
appreciation and acknowledge with gratitude to the Company's valued
clients and Bankers for their continued support. The Directors also
record their appreciation of the Company's Employees at all their
appreciation, commitment and hardwork, without which the results
achieved by your company would not have been possible and look forward
to their continued support.
For and on behalf of the Board,
Managing Director Director
Date: 29.09.2012
Place: Mumbai