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Directors Report of Encode Packaging India Ltd.

Mar 31, 2014

Dear Memebrs,

The directors have pleasure in presenting their NINETEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2014.

(Rs. In Lacs)

FINANCIAL RESULTS C.Y P.Y

Income from Operations 239.01 202.65

Total Expenses 235.38 202.75

Profit Before Interest, Financial Charges & Depreciation 3.63 (-).10

Less: Interest & Financial Charges 0.05 0.00

Depreciation 0.12 0.15

Profit After Interest, Financial Charges & Depreciation 3.46 (-) 0.25

Provision for Income Tax 0.74 0.02

Deferred Tax (-) 0.02 (-) 0.01

Profit Brought forward (-) 4.78 (-) 4.53

Less: Dividend NIL NIL

Balance in Profit & Loss Account (-) 2.05 (-) 4.78

Dividend

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2014.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2015-16. The expansion program will continue and IPO may be given in 2015-16. Management envisages bright future prospectus for the company. Management Discussion and Analysis Report is enclosed as per Annexure-1.

Directors

1. RAJ AN CHOPRA (DIN: 00092139) who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 152 (6) of the Companies Act, 2013 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

2. VARINDER SEHGAL (DIN: 02846404) who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 152 (6) of the Companies Act, 2013 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

Director''s responsibility statement

i) That in the preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanation relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2014.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concerns basis.

Code of Conduct

A code of conduct for the board members and senior management of the company has been laid down by the board and it posted on the web site of the company. The same has been circulated to all the concerned who have affirmed the compliancc with it. In terms of clause 49(D), of the listing agreement CEO of the company has given declaration to that effect which forms part of this report as Annexure -II.

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-III.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The company has obtained the required certificate from M/s Chandra Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed; it will be within the limits laid down by Section 139 of Companies Act, 2013.

Auditors Report

The observations made in the Auditor''s Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Compliance Certificates

The company has obtained Compliance Certificate from Practicing Company Secretary as required under provision to section 203 of the Companies Act, 2013.

Particulars of Employees

No employee is covered by section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

(a) Part A and B: Pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and Outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed:

1. The Mumbai Stock Exchange Ltd.

2. The Ludhiana Stock Exchange Association Ltd.

Annual Listing fee is outstanding in respect of the all Stock Exchanges except The Mumbai Stock Exchange Ltd.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our clients, Bankers, Government agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board For NOVA PUBLICATIONS INDIA LIMITED

Sd/- Sd/-

(SUNIL KUMAR CHOPRA) (RAJAN CHOPRA) (DIN:00092090) (DIN.00092139) Director Director

Place: Jalandhar Dated: 01-09-2014


Mar 31, 2012

The directors have pleasure in presenting their SEVENTEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2012.

(Rs. In Lacs) FINANCIAL RESULTS C.Y P.Y

Income from Operations 238.40 65.56

Total Expenses 236.96 65.14

Profit Before Interest, Financial Charges & Depreciation 1.44 0.42

Less: Interest & Financial Charges 0.00 0.00

Depreciation 0.24 0.33

Profit After Interest, Financial Charges & Depreciation 1.20 0.09

Provision for Income T ax 0.24 0.02

Deferred Tax 0.03 0.00

Profit Brought forward (-) 5.46 (-) 5.53

Profit available for appropriations (-) 4.53 (-) 5.46

Less: Dividend NIL NIL

Balance in Profit & Loss Account (-) 4.53 (-) 5.46

Dividend

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2012.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2012-13. The expansion program will continue and IPO may be given in 2013-14. Management envisages bright future prospectus for the company. Management Discussion and Analysis Report is enclosed as per Annexure- I.

Directors

1. Nirmal Kumar Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

2. Rajan Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

3. Sh. Subhash Chander Kohli who was appointed as an additional director of the company by the board of directors who ceases to hold office u/s 260 of companies act 1956 at the ensuing annual general meeting in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of director and is eligible to offer himself for reappointment.

4. Sh. Varinder Sehgal who was appointed as an additional director of the company by the board of directors who ceases to hold office u/s 260 of companies act 1956 at the ensuing annual general meeting in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of director and is eligible to offer himself for reappointment.

Director's responsibility statement

i) That in the preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanation relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2012.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concerns basis.

Code of Conduct

A code of conduct for the board members and senior management of the company has been laid down by the board and it posted on the web site of the company. The same has been circulated to all the concerned who have affirmed the compliance with it. In terms of clause 49(D), of the listing agreement CEO of the company has given declaration to that effect which forms part of this report as Annexure -II.

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-III.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained the required certificate from M/s Chandra Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed, it will be within the limits laid down by Sec 224(1B) of Companies Act, 1956.

Auditors Report

The observations made in the Auditor's Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Compliance Certificates

The company has obtained Compliance Certificate from Practicing Company Secretary as required under provision to section 383A (1) of the Companies Act, 1956.

Particulars of Employees

No employee is covered by section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

(a) Part A and B: pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and Outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed:

1. The Mumbai Stock Exchange Ltd.

2. The Ludhiana Stock Exchange Association Ltd.

Annual Listing fee is outstanding in respect of the all Stock Exchanges except The Mumbai Stock Exchange Ltd.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our clients, Bankers, Govt. agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board

For NOVA PUBLICATIONS INDIA LTD

Sd/- Sd/- (Sunil Kumar Chopra) (Rajan Chopra) Director Director

Place: Jalandhar

Dated: 01-09-2012


Mar 31, 2010

Dear Members,

The directors have pleasure in presenting their FIFTEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2010.

Financial Results (Rs. In Lacs) 2009-2010 2008-2009

Income from Operations 2.48 2.27

Total Expenses 1.94 1.49

Profit before depreciation 0.54 0.79

Less: Depreciation 0.47 0.68

Profit after Depreciation 0.07 0.11

Less: Preliminary & Public Issue written off NIL NIL

Add: Profit on sales of Investments NIL NIL

Less: Loss on sales of Investments NIL NIL

Profit available for appropriation 0.07 0.11

Dividend:

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2010.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2011-12. The expansion program will continue and IPO may be given in 2011-12. Management envisages bright future prospectus for the company.

Directors

Nirmal Kumar Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

Director's responsibility statement

i) That in the preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2010.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concerns basis

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-I.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The company has obtained the required certificate from M/s Chander Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed will be within the limits laid down by Sec 224(1B) of Companies Act, 1956.

Auditors Report

The observations made in the Auditor's Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Particulars of Employees

No employee is covered by section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (disclosure of Particulars in the report of Board of Directors) Rules, 1988.

(a) Parts A and B : pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed..

1. The Ludhiana Stock Exchange Association Ltd

2. The Stock Exchange, Mumbai

3. Delhi Stock Exchange Association Ltd

4. Jaipur Stock Exchange Ltd

Annual Listing fee are outstanding in respect of the all Stock Exchanges except Stock Exchange, Mumbai.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our client, Bankers, Govt, agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board For NOVA PUBLICATIONS INDIA LTD

Sd/- sd/- (Sunil Kumar Chopra) (Nirmal Kumar Chopra) Director Director

Place: Jalandhar Dated: 30-06-2010.

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