Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 56th Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2015.
SUMMARISED FINANCIAL RESULTS (Rs. Lakhs)
Year ended Year ended
31.03.2015 31.03.2014
Income 103.69 106.46
Expenditure 79.62 82.34
Profit/(Loss) before Depreciation and Tax 24.07 24.12
Depreciation 39.61 14.11
Provision for Taxation:
Current Tax - 1.91
Tax Adjustments for earlier years - -
Profit/(Loss) after Tax (15.54) 8.10
Balance brought forward from last year 127.00 118.90
Adjustment on depreciation and Revaluation (2.90) -
Reserve
Profit/(Loss) carried to Balance Sheet (108.56) 127.00
FINANCIAL PERFORMANCE
During the year under review, the Company recorded a profit of Rs.
24.07 lacs before depreciation and tax as compared to Rs.24.12 in the
previous year. However, after providing for depreciation, as
recalculated under the provisions of the Companies Act, 2013 and tax,
the loss for the year under review was Rs. 15.54 lacs as compared to a
profit of Rs. 8.10 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves during the year
under review.
BOARD MEETINGS
During the year four Board Meetings were held. Details of the same are
covered in the Corporate Governance Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Prabhakar Shevade (DIN 00843377) was appointed as Independent
Director at the Annual General Meeting of the Company held on 24th
September, 2014 for a term of 5 years i.e. upto closing of the 60th
Annual General Meeting of the Company or upto 23rd September, 2019,
whichever is earlier.
Mr. Sanjeev Jain (DIN 00119762) was appointed as Whole Time Director of
the Company in the Annual General Meeting held on 24th September, 2015
for a period of 5 years w.e.f. 1st September, 2014.
Mr. G. S. Nayak (DIN 00138401) resigned as a Director of the Company
w.e.f. 13th November, 2014.
Mr. K. Krishnamoorthy (DIN 02797916) was appointed as an Additional
Director (Independent) on 6th February, 2015 and in accordance with the
provisions of Section 161 of the Companies Act, 2013, he will hold
office upto the ensuing Annual General Meeting. The Company has
received a notice along with the requisite deposit from a member of the
Company proposing the candidature of Mr. K Krishnamoorthy for his
appointment as an Independent Director of the Company for a period of 5
years. The management is of the opinion that Mr. K. Krishnamoorthy''s
vast experience in corporate matters will be of immense help to the
Company and recommends his appointment.
Mrs. Drushti Desai (DIN 00294249) was designated as Non-Executive
Non-Independent Director w.e.f. 6th February, 2015.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article 112 of the Articles of Association of the Company,
Mrs. Drushti Desai (DIN 00294249) retires by rotation, and being
eligible, offers herself for reappointment. The Board of Directors
recommends her re-appointment.
Brief resume of the Directors proposed to be appointed/re-appointed,
nature of expertise in specific functional areas and names of companies
in which they hold directorship and membership/chairmanship of
committees of the Board, for persons seeking re-appointment/
appointment as Director under Item Nos. 2 and 4 of Notice as stipulated
in Clause 49 of the Listing Agreement entered into with the Stock
Exchanges and as per provisions mentioned in Clause 1 (1.2.5) of the
Secretarial Standard-2 - General Meetings issued by the council of the
Institute of Company Secretaries of India and approved by the Central
Government has been given in the annexure to Notice of the Annual
General Meeting.
Ms. Hinal Kothari, Company Secretary was appointed as Chief Financial
Officer on 29th May, 2014. She resigned as the Chief Financial Officer
of the Company w.e.f. 13th November, 2014.
Ms. Ruta V. Dabke was appointed as Chief Financial Officer of the
Company w.e.f. 6th February, 2015.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Independent Directors of the
Company confirming that they meet with the criteria of independence as
per Section 149 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Companies Act, 2013 provides for the formation and duties of
various committees of the Board. The Company has in place the required
Committees with specific defined roles, duties and responsibilities.
Details of the various committees, meetings held and attendance at the
various committee meetings are given in the Corporate Governance
Report.
BOARD EVALUATION
The Company has in place a Board Performance Evaluation Policy. In
accordance with the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and the other
Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION
The Nomination & Remuneration Committee of the Company leads the
process for Board appointments in accordance with the requirements of
Companies Act, 2013, the Listing Agreement and other applicable
regulations or guidelines. The Board has, on the recommendation of the
Nomination & Remuneration Committee, framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The
Nomination and Remuneration Policy & Board Performance Evaluation
Policy is stated in the Corporate Governance Report which forms a part
of this Annual Report.
VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The details of the policy
is explained in the Corporate Governance Report and is also posted on
the website of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departure;
ii) appropriate accounting policies have been selected and applied
consistently and the judgments and estimates made 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 its loss for the year ended
as 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
Act 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;
v) proper internal financial controls have been followed by the Company
and that such internal financial controls are adequate and are
operating effectively; and
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such system are adequate and
operating effectively.
INTERNAL FINANCIAL CONTROLS
Detailed note on internal financial control is given in the Management
Discussion & Analysis.
SUBSIDIARY COMPANY
The Company does not have any subsidiary company nor is there any
existing Joint Venture as on 31st March, 2015.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act,2013 and Rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of the Annual Return in MGT-9 is annexed to this Report
(Annexure 1).
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and they have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
141(3)(g)of the Companies Act, 2013 and that they are not disqualified
for such reappointment within the meaning of Section 141 of the said
Act.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi &
Co., practising Company Secretary, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is annexed to this Report
(Annexure 2). The report does not contain any qualification,
reservation or adverse remarks.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
ETC.
The provisions of Section 134 the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public within the meaning of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance) Rules, 2014. As on
31st March 2015, the Company had no unclaimed deposits or interest
thereon due to any depositor.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators
or Court or Tribunals impacting the Going Concern status and the
Company''s operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RISK MANAGEMENT POLICY
Risk is an integral and unavoidable component of business and the
management is committed to managing the risk in a proactive and
effective manner. The Company has adopted a systematic approach to
mitigate risk associated with accomplishment of objective, operations,
revenues and regulations. The Board of Directors, in its Meeting held
on 5th August 2014, constituted a Risk Management Committee and adopted
the Risk Management Policy. The objective of the policy is to lay down
a framework whereby potential risk areas are identified and steps taken
to mitigate such risks.
PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
Details of contracts and arrangements with related parties in form
AOC-2 is annexed to this Report (Annexure 3). VOLUNTARY DELISTING OF
SHARES
(a) Delisting from Pune Stock Exchange
The Company''s Securities are delisted from Pune Stock Exchange with
effect from 11th April 2015.
(b) Delisting from Calcutta Stock Exchange
The Company''s Securities are delisted from Calcutta Stock Exchange with
effect from 14th May 2015.
MANAGEMENT DISCUSSION & ANALYSIS
FINANCIAL REVIEW
During the year under review, the Company earned a profit of Rs. 24.07
lacs before depreciation and tax. However, after providing for
depreciation, as recalculated under the provisions of the Companies
Act, 2013 and tax, the loss for the year under review after tax was Rs.
15.54 lacs.
OUTLOOK
The low economic growth appears to have bottomed out and a gradual
increase in economic activity is expected in 2015. The medium-term to
long-term growth prospects look positive in view of the Government''s
determination to bring in reforms. For the year 2015, the economy is
expected to grow at a higher rate than in 2014. The Government is
undertaking steps to energize the economy and provide it with the much
needed push to accelerate growth.
Your Company, being a foreign-held entity, continues to closely follow
these developments. In the meanwhile, the Company will continue to
invest the surplus funds in money-market instruments and utilise the
assets of the company to generate revenues.
INTERNAL CONTROL SYSTEM
The Company has an appropriate system of internal control. The Company
ensures adherence to internal control policies and procedures. Internal
audit is conducted on a periodical basis to review internal controls.
The Audit Committee of the Board of Directors reviews the reports of
the internal audits conducted and the adequacy of internal control
system.
HUMAN RESOURCE DEVELOPMENT
The Company maintains a core team to maintain the existing assets.
CAUTIONARY STATEMENT
Statement in this Management Discussion & Analysis describing the
Company''s objectives and expectations may be a forward looking
statement within the meaning of applicable laws and regulations. Actual
results might differ materially from those, either expressed or
implied.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. A certificate from the Auditors of the Company, M/s Lodha
& Co., confirming compliance of the conditions of the aforesaid
Corporate Governance, is annexed to and forms part of the Directors''
Report.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
REMUNERATION
Disclosure pursuant to Section 197(12) of The Companies Act, 2013 and
Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report (Annexure 4).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Policy for prevention,
prohibition and redressal of harassment of women employees at
workplace. A Complaints Committee has been setup to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No
complaint was received by the company during the year ended 31st March,
2015.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR''S REPORT AND SECRETARIAL
AUDIT REPORT
There are no qualifications or adverse remarks in the Auditor''s Report
or Secretarial Audit Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Place: Mumbai Director Whole Time Director
Date:7th August, 2015 (DIN 00112003) (DIN 00119762)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 55th Annual Report of the
Company together with the Audited Financial Statements for the year
ended 31st March, 2014.
SUMMARISED FINANCIAL RESULTS
(Rs. Lakhs)
Year ended Year ended
31.03.2014 31.03.2013
Income 106.45 95.44
Less: Expenditure 96.44 89.73
Profit/(Loss) before Tax 10.01 5.71
Provision for Taxation:
Current Tax 1.91 1.09
Tax Adjustments for earlier years - 1.91 0.04 1.13
Profit/(Loss) after Tax 8.10 4.58
Balance brought forward from
last year 118.90 114.32
Profit/(Loss) carried to Balance
Sheet 127.00 118.90
REVIEW OF OPERATIONS
During the year under review, the Company earned a profit ofRs. 8.10
lacs as compared to a profit of Rs. 4.58 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review and does not have any fixed deposits as at the date
of the Balance Sheet.
DIRECTORS
During the year Mrs. K C Wazir (DIN 00138111) resigned as a Director of
the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ravindra K. Raje (DIN
00112003), Director retires by rotation, and being eligible, offers
himself for reappointment. The Board of Directors recommends his
re-appointment.
Mr. Prabhakar Shevade (DIN 00843377) is being proposed for appointment
as an Independent Director of the Company at the ensuing Annual General
Meeting of the Company in accordance with the provisions of Section 149
of the Companies Act, 2013. The Board of Directors recommends his
appointment as Independent Director for a period of 5 years.
Mr. Sanjeev Jain (DIN 00119762), Director of the Company has been
appointed as a Whole Time Director of the Company for a period of 5
years with effect from 1st September, 2014 at the meeting of Board of
Directors held on 5th August, 2014, subject to approval of the Members.
His vast and rich experience is of immense benefit to the Company.
Resolution seeking approval of the Member for appointment of Mr.
Sanjeev Jain (DIN 00119762) as a Whole Time Director has been
incorporated in the Notice of the forthcoming Annual General Meeting
along with brief details about him.
The appointment of the Director is in compliance with the provisions of
Sections 196,197 and 203 read with Schedule V the Companies Act, 2013
and the Companies (Appointment and remuneration of Managerial
Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time. The Board of Directors recommends
his appointment as Independent Director for a period of 5 years without
remuneration.
The appointment of the Directors is in compliance with the provisions
of Section 164(2) of the Companies Act, 2013 read with rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
Brief resume of the Directors proposed to be appointed/re-appointed,
nature of his expertise in specific functional areas and names of
companies in which he hold directorship and membership/chairmanship of
committees of the Board, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, are given in the Annexure to the
Notice of the ensuing Annual General Meting.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm:
(a) That in the preparation of Annual Accounts for the financial year
ended on 31st March, 2014, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
(b) That the Directors had 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 ended 31st
March, 2014 and of the profit of the Company for that year;
(c) That the Directors had, as far as possible, 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, to the best of their knowledge and
ability; and
(d) That the Directors had prepared the Annual Accounts for the
financial year ended on 31st March, 2014 on a going concern basis.
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting, and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
141(3) (g) of the Companies Act, 2013 and that they are not
disqualified for such reappointment within the meaning of Section 141
of the said Act.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
Requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. Certificate from the Auditors of the Company, M/s Lodha &
Co., confirming compliance of the conditions of the aforesaid Corporate
Governance, is annexed to and forms part of the Directors'' Report.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
ETC.
The provisions of Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975. Therefore, the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Place : Mumbai Director Director
Date : 5th August, 2014 (DIN 00112003) (DIN 00119762)
Mar 31, 2013
The Directors have pleasure in presenting the 54th Annual Report of the
Company together with the Audited Financial Statements for the year
ended 31st March, 2013.
SUMMARISED FINANCIAL RESULTS
(Rs. Lacs)
Year ended Year ended
31.03.2013 31.03.2012
Income 95.44 123.67
Less: Expenditure 89.73 108.62
Profit/(Loss) before Tax 5.71 15.05
Provision for Taxation:
Current Tax 1.09 2.84
Tax Adjustments for
earlier years 0.04 1.13 - 2.84
Profit/(Loss) after Tax 4.58 12.21
Balance brought forward
from last year 114.32 102.11
Profit/(Loss) carried to
Balance Sheet 118.90 114.32
REVIEW OF OPERATIONS
During the year under review, the Company earned a profit of Rs. 4.58
lacs as compared to a profit of Rs. 12.21 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review and does not have any fixed deposits as at the date
of the Balance Sheet.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs. Drushti Desai, Director
retires by rotation, and being eligible, offers herself for
reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm:
(a) That in the preparation of Annual Accounts for the financial year
ended on 31st March, 2013, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
(b) That the Directors had 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 ended 31st
March, 2013 and of the profit of the Company for that year;
(c) That the Directors had, as far as possible, 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, to the best of their knowledge and
ability; and
(d) That the Directors had prepared the Annual Accounts for the
financial year ended on 31st March, 2013 on a going concern basis.
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting, and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
224(1B) of the Companies Act, 1956 and that they are not disqualified
for such reappointment within the meaning of Section 226 of the said
Act.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
Requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. Certificate from the Auditors of the Company, M/s Lodha &
Co., confirming compliance of the conditions of the aforesaid Corporate
Governance, is annexed to and forms part of the Directors'' Report.
CONSERVATION OF energy, RESEARCH & DEVELOPMENT, Technology ABSORPTION
ETC.
The provisions of Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975. Therefore, the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Director Director
Place : Mumbai
Date : 30th May, 2013
Mar 31, 2012
The Directors have pleasure in presenting the 53rt Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2012.
SUMMARISED FINANCIAL RESULTS
(Rs. Lakhs)
Year ended Year ended
31.03.2012 31.03.2011
Income 123.67 73.22
Less: Expenditure 108.31 99.32
Profit/(Loss) before Tax 15.36 (26.10)
Provision for Taxation:
Current Tax 2.84 -
Tax Adjustments for
earlier years - 0.74
Wealth Tax 0.31 3.15 0.39 1.13
Profit/(Loss) after Tax 12.21 (27.23)
Balance brought forward
from last year 102.11 129.34
Profit/(Loss) carried to
Balance Sheet 114.32 102.11
REVIEW OF OPERATIONS
During the year under review, the Company earned a profit of 712.21
lacs as compared to a loss of 727.23 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review and does not have any fixed deposits as at the date
of the Balance Sheet.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. G S Nayak, Director retires
by rotation, and being eligible, offers himself for reappointment.
DIRECTORS'RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm:
(a) That in the preparation of Annual Accounts for the financial year
ended on 31st March, 2012, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
(b) That the Directors had 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 ended 31st
March, 2012 and of the profit of the Company for that year;
(c) That the Directors had, as far as possible, 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, to the best of their knowledge and
ability; and
(d) That the Directors had prepared the Annual Accounts for the
financial year ended on 31st March, 2012 on a going concern basis.
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting, and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
224(1B) of the Companies Act, 1956 and that they are not disqualified
for such reappointment within the meaning of Section 226 of the said
Act.
MANAGEMENT DISCUSSION & ANALYSIS
FINANCIAL REVIEW
During the year under review, the Company earned an income of 7123.67
lacs primarily on account of interest income. After providing for
Depreciation and Income Tax, the profit for the year under review after
tax was 712.21 lacs.
OUTLOOK
Indian economy has had an estimated growth of 6.9% in 2011-12 as
compared to the 8.4% in 2010-11. The manufacturing sector is likely to
show a growth of only 3.9% in GDP during 2011-12 as against the growth
of 7.6% in 2010-11. High inflation due to persistently high crude
petroleum prices throughout the year played spoilsport, oscillating
within a band of 8% to 9%. This led to several rounds of interest rate
hikes by the Reserve Bank to curb inflation and prevent overheating of
the economy.
Continuing evil unrests in the Middle East and North Africa region and
the Eurozone crisis continue to affect world economy. The Indian
economy has also been affected due to these events but remains buoyant.
The risk remains in rising oil prices as also inflation and thus
monetary tightening. However, there are also possible positives with
revival in industrial and rural sector growth and continuing reforms.
The medium to long-term growth prospects of the Indian economy remain
positive.
The Company continues to explore various avenues and keep a close watch
on the economic developments.
INTERNAL CONTROL SYSTEM
The Company has an appropriate system of internal control. The Company
ensures adherence to internal control policies and procedures. Internal
audit is conducted on a periodical basis to review internal controls.
The Audit Committee of the Board of Directors also reviews the reports
of the internal audits conducted and the adequacy of internal control
system.
HUMAN RESOURCE DEVELOPMENT
The Company maintains a core team to maintain the existing assets.
CAUTIONARY STATEMENT
Statement in this Management Discussion & Analysis describing the
Company's objectives, projections, estimates and expectations may be a
forward looking statement within the meaning of applicable laws and
regulations. Actual results might differ materially from those either
expressed or implied.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
Requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. Certificate from the Auditors of the Company, M/s Lodha
&Co., confirming compliance of the conditions of the aforesaid
Corporate Governance, is annexed to and forms part of the Directors'
Report.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
ETC.
The provisions of Section 217(i)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975. Therefore, the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable to the Company. .
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Director Director
Place : Mumbai
Date : 11th August, 2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 52nd Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2011.
SUMMARISED FINANCIAL RESULTS
Rs. in Lakhs
Year ended Year ended
31.3.2011 31.3.2010
Income 73.22 94.97
Less: Expenditure 99.32 87.06
Profit/(Loss) before Tax (26.10) 7.91
Provision for Taxation:
Current Tax - 1.19
Tax Adjustments for earlier 0.74 -
year
Wealth Tax 0.39 1.13 0.12 1.31
Profit/(Loss) after Tax (27.23) 6.60
Profit/(Loss) brought 129.34 122.74
forward from last year
Profit/(Loss) carried to 102.11 129.34
Balance Sheet
REVIEW OF OPERATIONS
During the year under review, the Company incurred a loss of Rs. 27.23
lacs as compared to a profit of Rs. 6.60 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review and does not have any fixed deposits as at the date
of the Balance Sheet.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ravindra K. Raje, Director
retires by rotation, and being eligible, offers himself for
reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm:
(a) That in the preparation of Annual Accounts for the financial year
ended on 31st March, 2011, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
(b) That the Directors had 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 ended 31st
March, 2011 and of the loss of the Company for that year;
(c) That the Directors had, as far as possible, 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, to the best of their knowledge and
ability; and
(d) That the Directors had prepared the Annual Accounts for the
financial year ended on 31st March, 2011 on a going concern basis.
AUDITORS
M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the
Company, hold office until the conclusion of ensuing Annual General
Meeting, and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
224(1B) of the Companies Act, 1956 and that they are not disqualified
for such reappointment within the meaning of Section 226 of the said
Act.
MANAGEMENT DISCUSSION & ANALYSIS
FINANCIAL REVIEW:
During the year under review, the Company earned an income of Rs. 73.22
lacs primarily on account of interest income. After providing for
Depreciation and Income Tax, the loss for the year under review after
tax was Rs. 27.23 lacs as compared to a profit of Rs. 6.60 lacs in the
previous year.
OUTLOOK:
The earthquake and Tsunami in Japan caused widespread destruction of
property and life. Civil unrests in the Middle East and North Africa
region continue to affect world economy. The Indian economy remains one
of the fastest growing economies of the world and has emerged rapidly
from the slowdown caused by the global financial crisis of 2008. After
dipping to 6.8% in 2008-09, the GDP has recovered sharply to 8% and
projected growth is likely to be strong with support from the
agriculture sector due to expectation of good monsoon. High inflation
has emerged as a significant risk factor in sustaining India's growth.
Metal and commodity prices are on the higher side and have contributed
to rising input costs for India. The risk remains in rising oil prices
as also inflation and thus monetary tightening. However, there are also
possible positives with revival in industrial and rural sector growth
and continuing reforms. The Index of Industrial Production data
suggests that though there have been a few hiccups in industry and
manufacturing, the medium to long-term growth prospects of the Indian
economy remain positive.
The Company continues to explore investment avenues and keep a close
watch on the economic developments.
INTERNAL CONTROL SYSTEM:
The Company has an appropriate system of internal control. The Company
ensures adherence to internal control policies and procedures. Internal
audit is conducted on a periodical basis to review internal controls.
The Audit Committee of the Board of Directors also reviews the reports
of the internal audits conducted and the adequacy of internal control
system.
HUMAN RESOURCE DEVELOPMENT:
The Company maintains a core team to maintain the existing assets.
CAUTIONARY STATEMENT:
Statement in this Management Discussion & Analysis describing the
Company's objectives, projections, estimates and expectations may be a
forward looking statement within the meaning of applicable laws and
regulations. Actual results might differ materially from those either
expressed or implied.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
Requirements stipulated under Clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. Certificate from the Auditors of the Company, M/s Lodha &
Co., confirming compliance of the conditions of the aforesaid Corporate
Governance, is annexed to and forms part of the Directors' Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
ETC.
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration
exceeding the limit prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975. Therefore, the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the statutory
authorities, banks, shareholders, employees and other stakeholders for
their valued support.
For and on behalf of the Board of Directors
R K Raje Sanjeev Jain
Director Director
Place: Mumbai
Date : 4th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 51st Annual Report of
the Company together with the Audited Financial Statements for the year
ended 31st March, 2010.
SUMMARISED FINANCIAL RESULTS
Rs. in Lakhs
Year ended Year ended
31.3.2010 31.3.2009
Income 94.97 80.14
Less: Expenditure 87.06 107.82
Profit/(Loss) before Tax 7.91 (27.68)
Provision for Taxation
Current 1.19 0.53
Fringe Benefit Tax 0.12 2.35
1.31 2.88
Tax Adjustments for earlier
years - (24.40)
Profit/(Loss) after Tax 6.60 (6.16)
Profit brought forward from
last year 122.74 128.90
Profit carried to Balance Sheet 129.34 122.74
REVIEW OF OPERATIONS
During the year under review, the Company earned a profit of Rs. 6.60
lacs as compared to a loss of Rs. 6.16 lacs for the previous year.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review and does not have any fixed deposits as at the date
of the Balance Sheet.
DIRECTORS
Mrs. Drushti R. Desai was appointed as an Additional Director on 27th
January, 2010. She holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice in writing along
with deposit from the member proposing her candidature for appointment
as Director under Section 257 of the Companies Act, 1956.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Sanjeev Jain, Director
retires by rotation, and being eligible, offers himself for
reappointment.
A brief profile of the Directors proposed to be appointed/re-appointed
is given in the Notice of the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm:
(a) That in the preparation of Annual Accounts for the financial year
ended on 31st March, 2010, the applicable accounting standards had been
followed alongwith proper explanation relating to material departures,
if any;
(b) That the Directors had 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 ended 31st
March, 2010 and of the profit of the Company for that year;
(c) That the Directors had, as far as possible, 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, to the best of their knowledge and
ability.
(d) The Directors had prepared the Annual Accounts for the financial
year ended on 31st March, 2010 on a going concern basis.
AUDITORS
M/s. Lodha & Company, Chartered Accountants, and Statutory Auditors of
the Company, hold office until the conclusion of ensuing Annual General
Meeting, and are eligible for reappointment.
The Company has received a letter from them signifying their
willingness to be reappointed as Statutory Auditors and have also
confirmed that their reappointment, if made at the ensuing Annual
General Meeting, would be within the prescribed limit under Section
224(1B) of the Companies Act, 1956 and that they are not disqualified
for such reappointment within the meaning of Section 226 of the said
Act.
MANAGEMENT DISCUSSION & ANALYSIS
FINANCIAL REVIEW:
During the year under review, the Company earned an income of Rs. 94.97
lacs primarily on account of interest income. After providing for
Depreciation and Income Tax, the profit for the year under review after
tax was Rs. 6.60 lacs as compared to a loss of Rs. 6.16 lacs in the
previous year.
OUTLOOK: *
2010 is expected to be a year of consolidation for the Indian economy
following the global credit crisis and poor monsoon in the previous
year. The GDP growth is likely to be strong with a possible support
from the agriculture sector. Apart from the strength in the domestic
economy, India is likely to also benefit from the global recovery. The
risk remains in rising oil prices as also inflation and thus monetary
tightening. However, there are also possible positives with revival in
industrial and rural sector growth and continuing reforms.
The Governments actions will also play an important role in shaping
the year ahead. The likely reforms in a number of areas including
insurance, banking and taxes, augurs well for the medium to longer term
health of the economy.
The Company continues to keep a close watch on the economic
developments and explore investment avenues.
INTERNAL CONTROL SYSTEM:
The Company has an appropriate system of internal control. The Company
ensures adherence to internal control policies and procedures. Internal
audit is conducted on a periodical basis to review internal controls.
The Audit Committee of the Board of Directors also reviews the reports
of the internal audits conducted and the adequacy of internal control
system.
HUMAN RESOURCE DEVELOPMENT:
The Company has a core team to maintain the existing assets.
CAUTIONARY STATEMENT:
Statement in this Management Discussion & Analysis describing the
Companys objectives, projections, estimates and expectations may be a
forward looking statement within the meaning of applicable laws and
regulations. Actual results might differ materially from those either
expressed or implied.
CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance
Requirements stipulated under clause 49 of the Listing Agreement.
Report on the Corporate Governance is annexed hereto forming a part of
this Report. Certificate from the Auditors of the Company, M/s. Lodha &
Company, confirming compliance of the conditions of the aforesaid
Corporate Governance, is annexed to and forms part of the Directors
Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, ETC.
The provisions of Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy and
technology absorption do not apply to the Company.
During the year under review, there were no Foreign Exchange Earnings
or Outgoings.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is 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. Therefore, the information required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, is not applicable to the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Central and State
Governments, statutory authorities, banks, vendors, shareholders, and
employees for their continued interest and valued support.
For and on behalf of the Board of Directors
R. K. Raje Sanjeev Jain
Director Director
Place : Mumbai
Date : 26th May, 2010