Mar 31, 2016
The Members,
To The Directors are pleased to presenting the Twenty First Annual Report and Audited Accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
31st March, 2016 |
31st March 2015 |
|
Total income |
12536 85 |
16787 20 |
Total expenditure |
12355 91 |
16556 54 |
Operating profit (PBIDT) |
180.93 |
2 30.66 |
Depredation |
272 89 |
97 85 |
Finance Cost |
86 31 |
89 97 |
Profit Before Exceptional Items |
(178.27) |
42.83 |
Profit before Taxation/Prior period Adjustment |
(178.27) |
42.83 |
Provision for Tax |
- |
|
Current Tax |
6.00 |
8 50 |
Deferred Tax |
(50 00) |
8 IS |
Profit after Taxation |
(134.27) |
26.14 |
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
BUSINESS OPERATIONS
During the year under review total revenue was 12536.00 Lacs as compared to Rs. 16787.00 Lacs in the previous year thereby a decrease of 25.30% and operating profit at Rs. 180.93 Lacs as compared to Rs. 230.66 Lacs in the previous year the register a decrease 21%,
Your Directors would like to state that during the year under review an expansion plan was implemented which has partially affected the operations of the company in view of additional construction and erection and commissioning of wire and cable machinery at its Nashik Factory.
During the year as per the requirements of schedule II of Companies Act 2013 the provision of Depreciation has been provided and it has resulted in Net loss due to the amount of additional depreciation provided as per the requirement of Scheduled 11 of Companies Act, 2013 which is mandatory to provide for last 15 years or as per the age of the Fixed Assets from the date of purchase, an increased depreciation as per the MCA notification dated 26/03/2014 has resulted in additional provision of depreciation of Rs.205.88 lacs. Hence it has resulted in the Net loss of Rs.178.27 lacs.
If we consider the performance under review without this exceptional item the company has made a Net profit of Rs.27.61 lacs which is good looking at the first year of commencement of operations of manufacturing activities in some new segments as a new entrant company has offered its product at a lower margin because of the paucity of working capital.
Your Directors wish to inform that the focus is now shifted to manufacturing business and the initials of Government Of India to provide the electronics manufacturing. Your directors have decided bond. Committed all the resources of the company for manufacturing services.
Due to rising NPAS the Banks were reluctant to finance the BPO and software business. The company has exited from the software business and the manufacturing and trading of electronic was the only focus area of the company.
Due to delay in sanction of loan and melt down of economy in China some of the proposed activates have to be curtailed and postponed. The company could not get the proper co-operation from its Foreign partners.
Your Directors are pleased to inform that an in principle sanction of the loan is availed and the full fledged activates will be started in the month of October.
ACHIEVEMENT
You are aware that our Company''s operations are widely spread across various domains .In order to achieve greater efficiency and speedy action with regard to services. The company was in the process of finding right partners to support it in the mainland china and Hong Kong Now We have found technical and financial partners M/s Sunfair Electric Wires and Cables HK ltd. and SW VENTURES to support the company in its growth plan this will help the Company to create better goodwill in the market.
DIVIDEND
In view of the economic condition coupled with inflation and requirement of the funds for the projects, your Directors regret their inability to declare the Dividend for the year.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company during the year under review.
AMOUNTS TRANSFERRED TO RESERVES;
The Financial Highlights contains the amounts proposed to be transferred to reserves
NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETING:
During the Financial Year 2015-16, 5 (Five) meetings of the Board of Directors and , 5 (Five) Meeting of the Audit Committee were held, The details of which are given in Corporate Governance Report. The Intervening gap between the Meeting was within the period prescribe under Companies Act, 2013
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not made any investment, given any guarantee or provided any security during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEM ENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY, ESOS ETC:
The Company has not issued any Equity Shares with differential voting rights, sweat equity shares or ESOS.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material charges/ events occurring after balance Sheet date till the date of the report to be stated.
DETAILS OF INTERNAL FINCNANCIAL CONTROLS RELATEDTO FINANCIAL STATEMENTS:
Your Company has put in place adequate internal financial controls with reference to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under section 134 (3) M of the Companies Act 2013read together with the Rule 8 of the Companies (Accounts ) Rules 2014 the relevant information is given below.
A. Conservation of Energy: The operations of the Company are not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.
B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:
FOB Value of Exports ; Rs. Nil
CIF Value of Imports : Rs.
Nil Expenditure in foreign currency : Rs. Nil
DETAILS OF SUBSIDERY, JOINT VENTURE OR ASSOCIATES
There is no subsidiary, Joint Venture or Associate Company.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a vigil mechanism for Directors, employees any other individual or organization to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Law or any other concerns/grievances. The mechanism provides for adequate safeguards against victimization of Directors) and Employee(s) who avail of the mechanism, in exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future,
DEPOSITS:
During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and74ofthe Companies Act, 2013 read together with the Companies {Acceptance of Deposits) Rules, 2014.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year2015-16, the Board of Directors appointed Mrs. Charmi Anil Vedmehta as an Director with effect from l4*February20l5 and she is further proposed to be appointed as Independent Director of your Company at the this AGM.
Mr. Mukund Chandrakarrt Pinplikar & Mr. SuhasJadhav, Director is retiring by rotation.
AUDITORS
M/s. Mahesh Kumar Jain & Co. (having firm Registration No. -047473), Chartered Accountants, have given their consent to become statutory auditors of the Company and has been appointed in last Annual General Meeting for the period of 5 years, subject to the ratification of the Shareholder In every Annual! General Meeting till the conclusion annual general meeting of the Company to be held in the year 2019.
APPRECIATION
The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers,
Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.
ACKNOWLEDGMENT;
The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.
Registered Office: For and Behalf of the Board
46, Empire Tower, Anil B. Vedmehta
Near Associated Petrol Pump, Chairman & Managing Director
C G. Road, Ahmedabad, Gujarat DIN: 00283486
Date: 06th SEPTEMBER,2016
Mar 31, 2015
The Members,
The Directors are pleased to presenting the Twentieth Annual Report
and Audited Accounts for the year ended March 31, 2015.
FINANCIAL RESULTS (Rs in lacs)
31st March, 31st March,
2015 2014
Total Income 16787.20 11186.36
Total expenditure 16556.54 11041.44
Operating profit (PBIDT) 230.66 144.92
Depreciation 97.85 71.08
Finance Cost 89.97 67.24
Profit Before Exceptional Items 42.83 6.60
Profit before Taxation/Prior period Adjustment 42.83 6.60
Provision for Tax - -
Current Tax 8.50 6.01
Deferred Tax 8.18 (12.85)
Profit after Taxation 26.14 13.44
STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:
BUSINESS OPERATIONS
During the year under review total revenue was 16787.00 Lacs as
compared to Rs.11181.36 Lacs in the previous year thereby an increase
of 50.13% and operating profit at Rs. 230.66 lacs as compared to Rs.
144.92 lacs in the previous Year thus registered a increase of 59.16%.
Your Directors would like to state that during the year under review
the economy was facing severe inflationary trend affecting the input
cost and weakening of rupees, which in turn has put pressure on the
Company to maintain the growth target as well as the profitability.
Your Directors have taken all the steps to put the growth plan on the
speed and also control the cost. But due to fluctuation in the currency
the profitability of the Company is under severe strain.
There is a change in the Government and the new Govt. has taken
initiative to give support to the industry and also Promoting
MANUFACTURING through its "make in India" program In view of this,
your Directors are of opinion that current year performance will be
better than the last year. However having regards to the factors,
performance of year under review is reasonably satisfactory.
The outlook of the electronics industry is certainly promising
indicating good growth ahead because of the initiatives of Government
and other private agencies to adopt the make in India products.. The
new Govt. has come out with a policy to give a big trust to the LED
lighting industry which has opened a new vista to all the LED
manufacturers. However the technology is being import dependant the
current inflation trend puts pressure on rupees whereby sourcing of
import material becomes costly which makes the manufacturing cost
increase. The Government is taking corrective steps to control
inflation which may ease pressure of Rupees and import will be cheaper
and will give boost to hardware industry. Your Directors hope that once
the inflationary conditions are under control, the Company will be in a
position to achieve better results.
Its information technology business is doing reasonably good and
creating the impact slowly and steadily.
ACHIEVEMENT
You are aware that our Company"s operations are widely spread across
various domains .In order to achieve greater efficiency and speedy
action with regard to services. The company was in the process of
finding right partners to support it in the mainland china and Hong
Kong Now we have found technical and financial partners M/s Sunfair
Electric Wires and Cables HK ltd and SW VENTURES to support the company
in its growth plan this will help the Company to create better goodwill
in the market.
DIVIDEND
In view of the economic condition coupled with inflation and
requirement of the funds for the projects, your Directors regret their
inability to declare the Dividend for the year.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company
during the year under review.
AMOUNTS TRANSFERRED TO RESERVES:
The Financial Highlights contains the amounts proposed to be
transferred to reserves.
NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETING:
During the Financial Year 2014-15, 5 (Five) meetings of the Board of
Directors and , 5 (Five) Meeting of the Audit Committee were held, The
details of which are given in Corporate Governance Report.. The
Intervening gap between the Meeting was within the period prescribe
under Companies Act, 2013
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not made any investment, given any guarantee or
provided any security during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act 2013 for the
Financial Year 2014-15 in the prescribed format, AOC 2 has been
enclosed with the report.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY,
ESOS ETC:
The Company has not issued any Equity Shares with differential voting
rights, sweat equity shares or ESOS.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes / events occurring after balance
sheet date till the date of the report to be stated.
DETAILS OF INTERNAL FINCNANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS:
Your Company has put in place adequate internal financial controls with
reference to the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required under section 134 (3) M of the Companies Act 2013read
together with the Rule 8 of the Companies (Accounts ) Rules 2014 the
relevant information is given below.
A. Conservation of Energy: The operations of the Company are not energy
intensive. However, energy conservation measures are being taken for
regular preventive maintenance of all equipments. This enhances
productivity and efficiency of the equipment resulting in power saving.
B. Technology Absorption: As the Company has not acquired any
technology, the question of absorption of technology does not apply to
the Company.
C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings
and outgo during the year:
FOB Value of Exports : Rs. Nil
CIF Value of Imports : Rs. Nil
Expenditure in foreign currency : Rs. Nil
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
There is no subsidiary, Joint Venture or Associate Company.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of treating risks and incorporates
risk treatment plans in its strategy, business and operational plans.
Your Company, through its risk management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed
from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the
existence of your
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a vigil mechanism for Directors, employees any other
individual or organization to report to the management instances of
unethical behaviour, actual or suspected fraud or violation of the Law
or any other concerns/grievances. The mechanism provides for adequate
safeguards against victimization of Director(s) and Employee(s) who
avail of the mechanism. In exceptional cases, Directors and Employees
have direct access to the Chairman of the Audit Committee.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL:
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
DEPOSITS:
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2014-15, the Board of Directors appointed
Mrs. Charmi Anil Vedmehta as an Additional Director with effect from 14
February 2015 and she is further proposed to be appointed as
Independent Director of your Company at the ensuing AGM. Your Directors
recommend his appointment as Independent Director of your Company
Mr. Mukund Chandrakant Pinplikar, Director is retiring by rotation and
being eligible offers himself for re- appointment.
AUDITORS
M/s. Mahesh Kumar Jain & Co. (having firm Registration No. -047473),
Chartered Accountants, have given their consent to become statutory
auditors of the Company and has been appointed in last Annual General
Meeting for the period of 5 years, subject to the ratification of the
Shareholder in every Annual General Meeting till the conclusion annual
general meeting of the Company to be held in the year 2019.
EXPLANATION TO AUDITOR''S REMARKS:
There has been no qualification or adverse remark in the Report of the
Statutory Auditors of the Company.
DIRECTORS COMMENTS ON QUALIFICATION(S), RESERVATION(S) OR ADVERSE
REMARKS OF THE AUDITORS:
1. The Company Does not have Fixed Assets Records-Company is
implementing an expansion at its factory. Work in progress is likely to
be capitalized in next financial year. Than the same will be carried
out in the required format
2. Delay / non-payment of undisputed statutory dues-Company has strong
view that the taxes paid and amount deposited by third parties at the
instance of Income Tax Officers (ITO''s) are enough to take care of the
liabilities arising out of the pending litigation with income tax
department.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
There are no cases filed under the above Act and hence no comments
required on disposal of the cases under | the same.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, and Nomination and
Remuneration Committee. A separate meeting of the Independent Directors
was convened, which reviewed the performance of the Board, the
non-independent | directors and the Chairman.
PARTICULARS OF EMPLOYEES:
The Company does not have any employees whose particular are required
to be given pursuant to Rule 5(2) of the Companies (Appointment of
Remuneration of Managerial Personnel) Rules 2014
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the profit /loss of the
Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively. [List of laws applicable to the
company may be mentioned here]
f) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
APPRECIATION
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
ACKNOWLEDGMENT:
The Directors express their sincere appreciation to the valued
shareholders, bankers and clients for their support
Registered Office: For and Behalf of the Board
46, Empire Tower, Anil B. Vedmehta
Near Associated Petrol Pump, Chairman & Managing Director
C G. Road, Ahmedabad, Gujarat DIN: 00283486
Date: June 29th 2015
Mar 31, 2014
The Members,
The Directors are pleased to presenting the Nineteenth Annual
Report and Audited Accounts for the year ended March 31, 2014.
Financial Results
(Rs in lacs)
31st March 31st March,
2014 2013
Total Income 11186.36 9970.96
Total expenditure 11041.44 9734.99
Operating profit (PBDT) 144.92 235.97
Depreciation 71.08 70.71
Finance Cost 67.24 62.70
Profit Before Exceptional Items 6.60 102.56
Exceptional Item - -
Profit before Taxation/Prior period 6.60 102.56
Adjustment
Provision for Tax - -
Current Tax 6.01 29.33
Deferred Tax (12.85) 2.30
Profit after Taxation 13.44 70.93
Results of Operations
During the year under review total revenue was 11186.36 Lacs as
compared to Rs. 9970.96 Lacs in the previous year thereby an increase
of 12.19% and operating profit at Rs. 144.92 lacs as compared to Rs.
235.97 lacs in the previous Year thus registered a decrease of 38.63%.
Dividend
The Board of Directors do not recommend dividend for the year.
Management Discussion & Analysis Report
Corporate Governance
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Pursuant to the provisions of section 152 of the Companies Act, 2013
(Âthe Act''), Mr. Ajay Kapoor, Director (Independent) of the Company
retires by rotation at the forthcoming Annual General Meeting scheduled
to be held on September 30, 2014. It is proposed to appoint him as
independent director under section 149 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. Mr. Mukund Pilankar was appointed
as an additional director (Independent) on August 14, 2014 and holds
office as such upto the ensuing annual general meeting.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Ajay
Kapoor, as Independent Directors of the Company. The Companies Act,
2013 provides for the appointment of Independent Directors. Pursuant to
the provisions of section 149 of the Act, the Board of Directors of the
Company should have at least one-third of the total number of Directors
as Independent Directors. The tenure of the Independent Directors will
be for a period of five years and the provisions relating to retirement
of Directors by rotation shall not be applicable to Independent
Directors. Pursuant to Clause 49(I)(A) of the Listing Agreement, if the
Chairman of the Company is a Non-Executive Director, at least one-third
of the Board shall comprise of Independent Directors.
Mr. Mukund Pilankar and Mr. Ajay Kapoor are being appointed as
Independent Directors at the forthcoming Annual General Meeting in
accordance with the provisions of section 149 and other applicable
provisions of the Companies Act, 2013. Details of the proposal of
appointment of the Independent Directors are given in the Explanatory
Statement pursuant to section 102 (1) of the Act annexed to the Notice
of the Nineteenth Annual General Meeting. The Company has received
Notices from Members signifying their intention to propose Mr. Mukund
Pilankar and Mr. Ajay Kapoor as Independent Directors under section 149
of the Act. The Company has received declarations from all the
Independent Directors of the Company confirming that they fulfill the
criteria of independence as prescribed under subsection (6) of Section
149 of the Act and under Clause 49 of the Listing Agreement with the
Stock Exchanges.
Mr. Suhas Jadhav will retire at the forthcoming Annual General Meeting
and being eligible, have offered himself for re-appointment. The
necessary resolutions are being placed before the members for approval
Auditors
M/s N S Bhatt & Associates, Statutory Auditors, retire at the
conclusion of the forthcoming annual general meeting and have shown
their un-willingness to be re-appointed as the auditors of the Company.
M/s. Mahesh Kumar Jain & Co. (having firm Registration No. - 47473),
Chartered Accountants, have given their consent to become statutory
autditors of the Company and confirmed their eligibility for
appointment as such. Pursuant to the provisions of Section 139 of the
Companies Act, 2013, auditors are required to be appojnted for a period
of 5 years. Therefore the Board recommends the appointment of M/s.
Mahesh Kumar Jain & Co. as the statutory auditors of the Company till
the conclusion of the fifth consecutive annual general meeting of the
Company to be held in the year 2019.
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 Comments on qualification(s), reservation(s) or adverse
remarks of the Auditors:
1. The Company Does not have Fixed Assets Records
There is work in progress in respect of Factory Building at Nasik it is
expected to be complete by next year. The Company is in process of
updating the same.
2. Internal Audit System:
The Company is in process of introducing Internal Audit System in line
with the requirements.
3. Delay / non-payment of undisputed statutory dues
Due to Financial crunch and attachment of accounts wrongly some delays
were there in payment of statutory dues but the company has paid
substantial amount though we are hopeful of a favorable verdict in our
favor in the appeals pending before the appellate authority .
Other comments, if any, by the Auditors in their Report are self
explanatory and in the opinion of the Board, do not require any further
clarifications.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors'' Responsibility Statement
Pursuant to the provisions under Section 217 (2AA) of the Companies
Act, 1956, Directors confirm that:-
a) in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures;
b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in the accordance with the provisions of
the Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis.
Particulars of Employees:
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy: The operations of the Company are not energy
intensive. However, energy conservation measures are being taken for
regular preventive maintenance of all equipments. This enhances
productivity and efficiency of the equipment resulting in power saving.
B. Technology Absorption: As the Company has not acquired any
technology, the question of absorption of technology does not apply to
the Company.
C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings
and outgo during the year:
FOB Value of Exports : Rs. Nil (Previous Year 29, 247, 716)
CIF Value of Imports : Rs. Nil
Expenditure in foreign currency: Rs.Nil
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
Registered Office: For and Behalf of the Board
46, Empire Tower, Anil B. Vedmehta
Near Associated Petrol Pump, Chairman & Managmg Director
C G. Road, Ahmedabad, Gujarat DIN: 00283486
Date: August 14, 2014
Mar 31, 2013
The Members,
To Your Directors are pleased to presenting the Eighteenth Annual
Report and Audited Accounts for the year ended March 31, 2013.
Financial Results
(Rs in lacs)
31st March, 31st March,
2013 2012
Total Income 9970.96 16917.20
Total expenditure 9734.99 16654.14
Operating profit (PBDT) 235.97 263.06
Depreciation 70.71 64.07
Finance Cost 62.70 68.39
Profit Before Exceptional Items 102.56 130.60
Exceptional Item - 10.00
Profit before Taxation/Prior
period Adjustment 102.56 120.60
Provision for Tax
Current Tax 29.33 27.36
Deferred Tax 2.30 9.65
Profit after Taxation 70.93 83.60
Results of Operations
During the year under review total revenue was 9970.96 Lacs as compared
toRs.16917.20 Lacs in the previous year. This was due to shortage of
Working Capital and wrong attachment of Company''s accounts by IT
authorities. Company is caught in between the bank and IT authorities
one up manship. Due to interpretation of IT order the bank have
withdrawn enhancement of limit granted to the Company. This has
resulted in surrendering orders worth 75 Crores.
The Company is expecting an early positive outcome of Income Tax
appeals. Company has initiated dialogue with Bankers for project
Finance at competitive rates.
Dividend
The Board of Directors is pleased to recommend a dividend @ 5 % on
equity shares of Re. 1 each.
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
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Mr. Suhas Jadhav and Mr. Pulkit Mehta retires by rotation at the
forthcoming Annual General Meeting. Mr. Jadhav and Mr.Mehta have
offered themselves for re-appointment. The necessary resolutions are
being placed before the members for their approval.
Auditors
M/s N S Bhatt & Associates, Chartered Accountants, Statutory auditors
of the Company, retires at the conclusion of the forthcoming Annual
General Meeting of the company and being eligible, offers themselves
for re-appointment.
Directors Comments on or observation of the Auditors:
1. The Company Does not have Fixed Assets Records
There is work in progress in respect of Factory Building at Nasik it is
expected to be complete by December 2013. The Company is in process of
updating the same.
2. Internal Audit System:
The Company is in process of introducing Internal Audit System in line
with the requirements.
3. Delay / non-payment of undisputed statutory dues
The company''s Cash Credit limit/Bank accounts are wrongly attached by
the Income Tax department in respect of some disputed dues, matters
relating to which is pending with ITAT, although attachment of Cash
Credit Limit is not permissible in law. Thus on application bank has
sought legal opinion on the same and we are hopeful that the wrongful
attachment shall be removed from the Account. Once the attachment is
removed The Board shall pay the dues in due course.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors'' Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956:
Responsibility in relation to financial statements
The financial statements have been prepared in conformity, in all
material respects, with the generally accepted accounting principles in
India and the accounting standards prescribed by ICAI in a consistent
manner and supported by reasonable and prudent judgments and estimates.
The Directors believe that the financial statements reflect true and
fair view of the financial position as on 31.03.2013 and of the results
of operations for the year ended 31.03.2013
The financial statements have been audited by M/s N S Bhatt &
Associates In accordance with generally accepted auditing standards
which include an assessment of the systems of internal controls and
tests of transactions to the extent considered necessary by them to
support their opinion.
Going Concern
In the opinion of the Directors, the Company will be in a position to
carry on its existing Mobile & Communication business and accordingly
it is considered appropriate to prepare the financial statements on the
basis of going concern.
Maintenance of accounting records & Internal Controls
The Company has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956.
Directors have overall responsibility for the Company''s internal
control system, which is designed to provide a reasonable assurance for
safeguarding of assets, reliability of financial records and for
preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function,
which comprises of the examination and evaluation of the adequacy and
effectiveness of the system of internal control and quality of
performance in carrying out assigned responsibilities. Internal Audit
Department interacts with all levels of management and the Statutory
Auditors, and reports significant issues to the audit committee of the
Board.
Audit Committee supervises financial reporting process through review
of accounting and reporting practices, financial and accounting
controls and financial statements. Audit Committee also periodically
interacts with internal and statutory auditors to ensure quality and
veracity of Company''s accounts. Internal Auditors, Audit Committee
and Statutory Auditors have full and free access to all the information
and records as considered necessary to carry out their
responsibilities. All the issues raised by them have been suitably
acted upon and followed up.
Particulars of Employees:
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy: The operations of the Company are not
energy intensive. However, energy conservation measures are being taken
for regular preventive maintenance of all equipments. This enhances
productivity and efficiency of the equipment resulting in power saving.
B. Technology Absorption: As the Company has not acquired any
technology, the question of absorption of technology does not apply to
the Company.
C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings
and outgo during the year:
FOB Value of Exports: Rs.29, 247, 716
CIF Value of Imports: Rs. Nil
Expenditure in foreign currency: Rs. Nil
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
For and on behalf of the Board
Place: Ahmedabad Anil Vedmehta
Date: August 14, 2013 Chairman & Managing Director
Mar 31, 2012
To the members,
The Directors are pleased to present the Seventeenth Annual Report and
Audited Accounts for the year ended March 31,2012.
Financial Results
(Rs in lacs)
For the Year Ended 31 March, 31 March,
2012 2011
Total Income 16917.20 15518.15
Total expenditure 16664.14 15272.24
Operating profit (PBDT) 321.46 307.50
Depreciation 64.07 32.87
Profit before Taxation/Prior period Adjustment 120.60 151.43
Provision for Tax 27.36 34.24
Deferred Tax 9.65 14.55
Profit after Taxation 83.60 102.64
Add Balance Brought forward from previous year - -
Amount available for appropriation 83.60 102.64
Less: Proposed Dividend Incl. Tax 82.98 83.53
Balance carried to Balance Sheet 0.62 19.11
Results of Operations
During the year under review, total revenue was Rs. 16917.20 lacs as
compared to Rs. 15518.15 lacs in the previous year thereby registered
an increase of 9.02% and operating profit at Rs. 83.60 lacs as compared
to Rs. 102.64 lacs in the previous year thus registered aa decrease of
18.55%.
Dividend
The Board of Directors is pleased to recommend a dividend @ 6% on
equity shares of Re. 1 each. 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
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Mr. Ajay Kapoor and Mr. Anil Vedmehta retires by rotation at the
forthcoming Annual General Meeting. Mr. Ajay Kapoor and Mr. Anil
Vedmehta have offered themselves for re-appointment. The necessary
resolutions are being placed before the members for their approval.
The office of Mr. Anil Vedmehta as Chairman & Managing Director expired
on 31 August, 2012. Pursuant to the approval of the Remuneration
Committee at its meeting held on August 14, 2012, the Board of
Directors on September 1, 2012 re-appointed Mr. Vedmehta as Chairman &
Managing Director, subject to the approval of members in the
forthcoming annual general meeting, for a further
period of 3 (Three) years w.e.f. 1 September, 2012. The relevant
resolution is placed in the notice of AGM for the approval of the
members.
Auditors
M/s. N S Bhatt & Associates, Chartered Accountants, Statutory auditors
of the Company, retires at the conclusion of the forthcoming Annual
General Meeting of the company and being eligible, offers themselves
for re-appointment.
The comments by the Auditors in their Report are self explanatory and
in the opinion of the Board, do not require any further clarifications.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors'' Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956:
Responsibility in relation to financial statements
The financial statements have been prepared in conformity, in all
material respects, with the generally accepted accounting principles in
India and the accounting standards prescribed by ICAI in a consistent
manner and supported by reasonable and prudent judgments and estimates.
The Directors believe that the financial statements reflect true and
fair view of the financial position as on 31.03.2012 and of the results
of operations for the year ended 31.03.2012.
The financial statements have been audited by M/s. N S Bhatt &
Associates. In accordance with generally accepted auditing standards
which include an assessment of the systems of internal controls and
tests of transactions to the extent considered necessary by them to
support their opinion.
Going Concern
In the opinion of the Directors, the Company will be in a position to
carry on its existing Mobile & Communication business and accordingly
it is considered appropriate to prepare the financial statements on the
basis of going concern.
Maintenance of accounting records & Internal Controls
The Company has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956.
Directors have overall responsibility for the Company''s internal
control system, which is designed to provide a reasonable assurance for
safeguarding of assets, reliability of financial records and for
preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function,
which comprises of the examination and evaluation of the adequacy and
effectiveness of the system of internal control and quality of
performance in carrying out assigned responsibilities. Internal Audit
Department interacts with all levels of management and the Statutory
Auditors, and reports significant issues to the audit committee of the
Board.
Audit Committee supervises financial reporting process through review
of accounting and reporting practices, financial and accounting
controls and financial statements. Audit Committee also periodically
interacts with internal and statutory auditors to ensure quality and
veracity of Company''s accounts. Internal Auditors, Audit Committee
and Statutory Auditors have full and free access to all the information
and records as considered necessary to carry out their
responsibilities. All the issues raised by them have been suitably
acted upon and followed up.
Particulars of Employees:
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments. This enhances productivity and
efficiency of the equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year.
FOB Value of Exports : Rs. 41.51 Lacs
CIF Value of Imports : Rs. 1.64 Lacs
Expenditure in foreign currency : Rs. Nil
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
For and on behalf of the Board of Directors
Place : Mumbai Anil B. Vedmehta
Date : 1st September, 2012 Chairman & Managing Director
Mar 31, 2011
To the members,
The Directors are pleased to present the Sixteenth Annual Report and
Audited Accounts for the year ended March 31, 2011.
Financial Results
(Rs in lacs)
For the Year Ended 31st March, 31st March,
2011 2010
Total Income 15518.15 5533.26
Total expenditure 15333.85 5398.13
Operating profit (PBDT) 184.30 135.13
Depreciation 32.87 26.31
Profit beforeTaxation/Prior period Adjustment 151.43 108.82
Provision for Tax 34.24 29.46
Deferred Tax 14.54 4.05
Profit after Taxation 102.64 75.30
Add Balance Brought forward from previous year 671.91 666.22
Amount available for appropriation 774.55 741.52
Less: Proposed Dividend Incl. Tax 83.53 69.61
Balance carried to Balance Sheet 691.02 671.91
Results of Operations
During the year under review, total revenue was Rs. 15518.15 lacs as
compared to Rs. 5533.26 lacs in the previous year thereby registered a
whopping jump and operating profit at Rs. 184.30 lacs as compared to
Rs. 135.13 lacs in the previous year thus registered an impressive
increase of over 39%.
Dividend
The Board of Directors is pleased to recommend a dividend @ 6% on
equity shares of Re.1/- each. 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
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Company''s
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Mr. Suhash Jadhav and Mr. Amit Varma retires by rotation at the
forthcoming Annual General Meeting. Mr. Suhash Jadhav has offered
himself for re-appointment. The necessary resolution is being placed
before the members for approval of re-appointment of Suhash Jadhav. Mr.
Amit Verma has not offered himself for re-appointment, and hence the
term of his office of directorship will expire on the date of the
ensuing AGM.
Mr. Pulkit Mehta was appointed as an additional director of the company
w.e.f. 3rd September, 2011 and being additional director he holds
office only up to the ensuing Annual General Meeting. Notice in
writing under section 257 of the Companies Act, 1956 have been received
from Mr. Mehta proposing his own candidature.
Auditors
M/s. N S Bhatt & Associates., Chartered Accountants, Statutory auditors
of the Company, retires at the conclusion of the forthcoming Annual
General Meeting of the company and being eligible, offers themselves
for re-appointment.
The comments by the Auditors in their Report are self explanatory and
in the opinion of the Board, do not require any further clarifications.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors'' Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956:
Responsibility in relation to financial statements
The financial statements have been prepared in conformity, in all
material respects, with the generally accepted accounting principles in
India and the accounting standards prescribed by ICAI in a consistent
manner and supported by reasonable and prudent judgments and estimates.
The Directors believe that the financial statements reflect true and
fair view of the financial position as on 31.03.2011 and of the results
of operations for the year ended 31.03.2011.
The financial statements have been audited by M/s. N S Bhatt &
Associates. in accordance with generally accepted auditing standards
which include an assessment of the systems of internal controls and
tests of transactions to the extent considered necessary by them to
support their opinion.
Going Concern
In the opinion of the Directors, the Company will be in a position to
carry on its existing Mobile & Communication business and accordingly
it is considered appropriate to prepare the financial statements on the
basis of going concern.
Maintenance of accounting records & Internal controls
The Company has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956.
Directors have overall responsibility for the Company''s internal
control system, which is designed to provide a reasonable assurance for
safeguarding of assets, reliability of financial records and for
preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function,
which comprises of the examination and evaluation of the adequacy and
effectiveness of the system of internal control and quality of
performance in carrying out assigned responsibilities. Internal Audit
Department interacts with all levels of management and the Statutory
Auditors, and reports significant issues to the audit committee of the
Board.
Audit Committee supervises financial reporting process through review
of accounting and reporting practices, financial and accounting
controls and financial statements. Audit Committee also periodically
interacts with internal and statutory auditors to ensure quality and
veracity of Company''s accounts. Internal Auditors, Audit Committee
and Statutory Auditors have full and free access to all the information
and records as considered necessary to carry out their
responsibilities. All the issues raised by them have been suitably
acted upon and followed up.
Particulars of Employees
None of the employees/director(s) are drawing remuneration in excess of
Rs. 60 Lacs per annum or Rs. 5 Lacs per month and therefore the
particulars of employees as required by section 217(2A) of Companies
Act, 1956 and Companies (Particulars of Employees) Rules are not
required to be attached.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments. This enhances productivity and
efficiency of the equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year.
FOB Value of Exports : Rs. 38.76 Lacs
CIF Value of Imports : Rs. 77.68 Lacs
Expenditure in foreign currency : Rs. Nil
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
For and on behalf of the Board of Directors
Place : Mumbai Anil B. Vedmehta
Date : 3rd September, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors are pleased to present the Fifteenth Annual Report and
Audited Accounts for the year ended March 31, 2010.
Financial Results (Rs in lacs)
For the Yead Ended 31st March, 31st March,
2010 2009
Total Income 5533.26 3540.88
Total expenditure 5398.13 3455.06
Operating profit (PBIDT) 135.13 85.82
Depreciation 26.31 25.89
Profit before Taxation/Prior period
Adjustment 108.82 59.93
Provision for Tax 29.46 14.16
Deferred Tax 4.05 5.09
Profit after Taxation 75.30 40.68
Add Balance Brought forward from
previous year 666.22 625.54
Amount available for appropriation 741.52 666.22
Less: Proposed Dividend Incl. Tax 69.61 Nil
Balance carried to Balance Sheet 671.91 666.22
Results of Operations
During the year under review, total revenue was Rs.5533.26 lacs as
compared to Rs. 3540.88 lacs in the previous year thereby registered a
whopping jump of over 56% and operating profit at Rs. 135.13 lacs as
compared to Rs. 85.82 lacs in the previous year thus registered an
impressive increase of over 36%.
Dividend
The Board of Directors is pleased to recommend a dividend @ 5% on
equity shares of Re. 1 each.
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
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Companys
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Mr. Ramakrishnan Gurusamy and Mr. Deotamuni Mishra retires by rotation
at the forthcoming Annual General Meeting. Mr. Gurusamy has offered
himself for re-appointment. The necessary resolution is being placed
before the members for approval of re-appointment of Mr. Gurusamy. Mr.
Deotamuni Mishra has not offered himself for re-appointment, and hence
the term of his office of directorship will expire on the date of the
ensuing AGM.
Auditors
The existing auditors M/s. N.S. Bhatt & Co., Chartered Accountants,
retire at the ensuing Annual General Meeting and have shown their
unwillingness for re-appointment as the auditors of the Company.
The Board has obtained the confirmation from M/s N.S. Bhatt &
Associates, 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.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors Responsibility Statement
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956:
Responsibility in relation to financial statements
The financial statements have been prepared in conformity, in all
material respects, with the generally accepted accounting principles in
India and the accounting standards prescribed by ICAI in a consistent
manner and supported by reasonable and prudent judgments and estimates.
The Directors believe that the financial statements reflect true and
fair view of the financial position as on 31.03.2010 and of the results
of operations for the year ended 31.03.2010.
The financial statements have been audited by M/s N.S.Bhatt & Co. in
accordance with generally accepted auditing standards which include an
assessment of the systems of internal controls and tests of
transactions to the extent considered necessary by them to support
their opinion.
Going Concern
In the opinion of the Directors, the Company will be in a position to
carry on its existing Mobile & Communication business and accordingly
it is considered appropriate to prepare the financial statements on the
basis of going concern.
Maintenance of accounting records & Internal controls
The Company has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956.
Directors have overall responsibility for the Companys internal
control system, which is designed to provide a reasonable assurance for
safeguarding of assets, reliability of financial records and for
preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function,
which comprises of the examination and evaluation of the adequacy and
effectiveness of the system of internal control and quality of
performance in carrying out assigned responsibilities. Internal Audit
Department interacts with all levels of management and the Statutory
Auditors, and reports significant issues to the audit committee of the
Board.
Audit Committee supervises financial reporting process through review
of accounting and reporting practices, financial and accounting
controls and financial statements. Audit Committee also periodically
interacts with internal and statutory auditors to ensure quality and
veracity of Companys accounts. Internal Auditors, Audit Committee and
Statutory Auditors have full and free access to all the information and
records as considered necessary to carry out their responsibilities.
All the issues raised by them have been suitably acted upon and
followed up.
Particulars of Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975
details of the personnel drawing salary or commission, which exceeds
the limit set out in the above section is attached herewith.
Statutory Disclosure
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 is as under:
A. Conservation of Energy:
The operations of the Company are not energy intensive. However, energy
conservation measures are being taken for regular preventive
maintenance of all equipments. This enhances productivity and
efficiency of the equipment resulting in power saving.
B. Technology Absorption:
As the Company has not acquired any technology, the question of
absorption of technology does not apply to the Company.
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
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