Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 32nd Annual Report on
the business and operations of your Company together with the Audited
Financial Statements and the Auditor's Report for the year ended 31st
March, 2015.
FINANCIAL RESULTS:
Financial results of the Company for the year under review are as
follows:-
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
(Amount In Rs.) (Amount In Rs.)
Total Revenue (I) 2,855,291 2,264,975
a) Finance Cost 674 1,939
Total Expenses (II) 1,995,776 1,516,741
Profit/ (Loss) before
Extraordinary items and Tax (I-II) 859,515 748,234
Extraordinary Items (19,615,618) -
(Diminution in value of Investments)
Profit/ (Loss) before tax (I-II) (18,756,102) -
a) Current Tax Expenses for current year 258,417 167,214
b) Deferred Tax - -
c) Income Tax of pervious year - 99,817
Total Tax Expenses 258,417 267,031
Profit/ (Loss) for the year (19,014,519) 481,203
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
During the year under review, the Total Revenue of the Company is Rs.
2,855,291/- as compared to Rs. 2,264,975/- in the previous year. Profit
before Extraordinary items and Taxation was Rs. 859,515/- against Rs.
748,234/- in the previous year. After providing huge Diminution in
value of Investments of the Company of Rs. 19,615,618/-, the Company has
incurred net loss of Rs. (19,014,519)/- as on 31st March, 2015.
Due to tough market conditions the Company's Gross Revenue in terms of
value has increased by almost a growth of around 26% during the year
under review. However, the Management has provided for the diminution
in the book value of the non current investment to the extent of Rs.
19,615,618/- thereby Company's Profit & Loss A/c showing negative
figure as on 31st March, 2015. Your Directors are hopeful that the
Company would perform better in coming years.
SHARE CAPITAL:
During the year under review, there have been no changes in share
capital of the Company.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st
March, 2015.
PUBLIC DEPOSIT:
Your Company has not invited/accepted any deposit within the meaning of
Section 73 of the Companies Act, 2013 and Rules made there under,
during the year under review.
DETAILS OF DIRECTORS AND KMP:
Confirmation of appointments:
Pursuant to the provision of section 161(1) of the Companies Act, 2013,
Mr. Rajkumar Bhasin (DIN: 07101758) is appointed as Additional Director
(Non-executive Independent) of the Company and he shall hold office
only up to the date of this Annual General Meeting and being eligible
offer himself for re-appointment as Director.
The Company received requisite notice in writing from a member
proposing the appointment of Mr. Rajkumar Bhasin (DIN: 07101758) as
Non-executive Independent Director for a terms of 5 (Five) consecutive
years. The Board recommends his appointment. The Company has received
declaration from Mr. Rajkumar Bhasin (DIN: 07101758), confirming that
he meets the criteria of independence as prescribed under section
149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mrs. Sharda Manoj Kasliwal (DIN: 00345386), retires by rotation at the
ensuing Annual General Meeting and being eligible offers herself for
reappointment.
Resignation of Director:
Mr. Manish Praful Patel (DIN: 03383126), an Independent Director
submitted his Resignation to the Board on 15th April, 2015 due to his
personal reasons and unavoidable circumstances. The Board hereby places
on record its sincerest thanks and gratitude for the invaluable
contribution made by Mr. Manish Praful Patel towards the growth and
development of the Company during his tenure as a Director.
Declaration by Independent Directors:
All Non-Executive and Independent Directors have given declaration that
they meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013 and clause 49 of listing agreement.
These confirmations have been placed before, and noted by Board.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
MEETINGS OF BOARD:
There were 7 (Seven) meetings of Board of Directors held during the
year under review, i.e. on 30th May, 2014, 30th July, 2014, 3rd
September, 2014, 30th October, 2014, 08th January, 2015, 2nd February,
2015 and 20th February, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):
The provisions of Section 135 of the Companies Act, 2013 is not
applicable to the Company, therefore the Company has not developed and
implemented any Corporate Social Responsibility initiatives.
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 provided in
the Notes to the Financial Statements.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirements of under Section 134(3)(C) read with
Section 134(5) of the Companies Act, 2013, with respect to Director's
Responsibility Statement, your Directors hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2015 and of the profit or loss of the
Company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the Annual Accounts on going concern
basis;
e) 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;
f) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
DISCLOSURE OF RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the year
under review were on arm's length basis and in the ordinary course of
business. The Audit Committee has given prior approval for the Related
Party Transactions. The policy on Related Party Transactions is
approved and adopted by the Board. Details of material contracts or
arrangement or transaction at arm's length basis is annexed herewith as
AOC-2 in Annexure - "I".
AUDITORS:
A. STATUTORY AUDITORS:
M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai (MH),
(Registration No.121523W) Statutory Auditor of the Company, were
appointed as Auditors of the Company at Thirty First Annual General
Meeting held on 29th September, 2014, to hold office from the
conclusion of Thirty First Annual General Meeting until the conclusion
of the Thirty Sixth Annual General Meeting, subject to ratification of
the appointment by the members at every Annual General Meeting. The
Audit Committee and the Board of Directors recommended ratification of
appointment of M/s Bipin Zavar & Associates, Chartered Accountants,
Mumbai (MH), as the Statutory Auditor of the Company. The Company has
received an eligibility letter under section 141 of the Companies Act,
2013 and rules made thereunder that they are not disqualified.
B. SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed CS Prem Batra, Company Secretary
in practice, Indore (M.P.), to undertake the Secretarial Audit of the
Company.
C. COST AUDITORS:
Appointment of Cost Auditor is not required to the Company during the
year under report.
AUDITOR'S REPORT:
The Auditor's Report on the Audited Financial Statement of the Company
for the year ended 31st March, 2015 do not contain any qualifications,
reservations, adverse remarks or disclaimers so need not require any
explanation or comment.
There are no qualifications, reservations, adverse remark or
disclaimers made by Secretarial Auditor, in his Secretarial Audit
Report.
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 (1) of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personal) Rules, 2014, the Company has obtained a
Secretarial Audit Report in the prescribed From MR-3, from CS Prem
Batra, Company Secretary in practice, Indore (M.P.). The Secretarial
Auditor' Report is annexed herewith as Annexure - "II"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Considering the nature and operations of your Company the provisions of
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 relating to information to be
furnished by the Company on conservation of energy and technology
absorption are not applicable. The Company has however used
information technology extensively in its operations.
Foreign Exchange earned - Nil
Foreign Exchange used - Nil
CODE OF CONDUCT:
Your Company has adopted a code of conduct for its Board of Director
and the Senior Management Personnel. The code requires the directors
and employees of the Company to act honestly, ethically and with
integrity and in a professional and respectful manner.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. VIGIL MECHANISM / WHISTLE BLOWER
POLICY:
Pursuant to the provisions of section 177(9) & (10) of Companies Act,
2013, read with Rule 7 of Companies (Meetings and Board and its Powers)
Rules, 2014 and Clause 49 of the Listing Agreement, the Company has
adopted a Whistle Blower Policy, which provides for a vigil mechanism
that encourages and supports its directors and employees to report
instances of unethical behavior, actual or suspected, fraud or
violation of the Company's Code of Conduct of Ethics Policy. It also
provides for adequate safeguards against victimization of persons who
use this mechanism and direct access to the Chairman of Audit committee
in exceptional cases.
INTERNAL FINANCIAL CONTROLS:
Your Company has in place adequate internal financial controls with
reference to the financial statements. During the year, in order to
further strengthen the internal financial controls, a renowned
professional consultant firm was hired to conduct an assessment of the
existent internal financial controls and advise on best practices for
adoption.
PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading in accordance with the Model Code of Conduct, as prescribed
under Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulation, 1992, as amended and has duly complied with
provisions of the said code.
The Board of Director has adopted (i) code of practices and procedures
for fair disclosure of unpublished price sensitive information and (ii)
code of conduct for prohibition of insider trading as per Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulation, 2015, which shall become effective from 15th May, 2015.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the Listing Agreement, The Company has devised and implemented a
mechanism for risk management and has developed a Risk Management
Policy. The Policy provides for constitution of a Risk Committee, which
will work towards creating a Risk Register, identifying internal and
external risks and implementing risk mitigation steps. The Committee
will, on a quarterly basis, provide status updates to the Board of
Directors of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the financial year 2014-15, no case in the nature of sexual
harassment were reported at any workplace of the Company.
INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5(2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant and material order passed by the regulators or
courts or tribunal impacting the going concern status and Company's
operations in future;
SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:
Your Company does not have any Subsidiary, Joint Venture or Associate
Companies.
DISCLOSURE OF AUDIT COMMITTEE
The Audit Committee comprise of Three Non Executive & Independent
Directors as on 31st March, 2015. The Chairman of the Committee is Non
Executive Director with the following members.
NAME OF THE DIRECTORS NATURE OF DIRECTORSHIP DESIGNATION
Mr. Ashwani Kumar Bhat Non Executive Independent Director Chairman
Mr. Manish Praful Patel Non Executive Independent Director Member
Mrs. Rashmi Ahuja Non Executive Independent Director Member
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company during the financial year 2014-15.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
Your Company has, on the recommendation of the Nomination &
Remuneration Committee framed a Remuneration Policy which inter-alia
lays down the criteria for identifying the persons who are qualified to
be appointed as Directors and/or Senior Management Personnel of the
Company, alongwith the criteria for determination of remuneration of
Directors, KMPs and other employees and their evaluation and includes
other matters. Remunerations of Directors, KMPs are as under;
Details of Remuneration of Directors;
Your Company has not paid any remuneration to its Directors.
Details of Remuneration of Key Managerial Personnel;
Sl. Name Designation Remuneration
N paid period
o ended
2014-15
1. Mr. Rajendra Kumar Mungar Chief Financial Rs. 20,870/-
(Appointed on 03/09/2015) Officer PM
2. Ms. Deepti Dubey Chief Executive Rs. 10,000/-
(Appointed on 03/09/2015) Officer PM
3. Mr. Punit Kumar Sahu Company Rs. 18,000/-
(Appointed on 02/08/2015) Secretary PM
Name Remuneration Increase
paid period Remuneration
ended form previous
2013-14 year
Mr. Rajendra Kumar Mungar
(Appointed on 03/09/2015) NIL NIL
Ms. Deepti Dubey (Appointed
on 03/09/2015) NIL NIL
Mr. Punit Kumar Sahu (Appointed
on 02/08/2015) NIL NIL
EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under section 92(3) and section 134(3) of
the Companies Act, 2013, read with Rule 12 of the Companies (Management
and administration) Rules, 2014, extract of the Annual Return in
prescribed Form MGT-9 is annexed herewith as Annexure - "III"
MANAGEMENT DISCUSSION AND ANALYSIS:
As per Clause 49 of the Listing Agreement with Stock Exchange, your
Company is required to give a note on management discussion and
analysis with regard to Company's perception. A report on the same is
annexed herewith as Annexure - "IV."
CORPORATE GOVERANCE:
A report on Corporate Governance along with a certificate from the
Auditors of the Company, regarding compliance of requirements of
Corporate Governance pursuant to Clause 49 of the Listing Agreement
with Stock Exchanges is annexed hereto and forms part of this report.
Further a declaration signed by the member of the Board affirming
compliance with the code of Conduct by all Board members and Senior
Management Personnel is attached to this report. A report on the same
is annexed herewith as Annexure - "V"
CHANGE IN NATURE OF BUSINESS / MATERIAL CHANGES AFFECTING THE COMPANY:
During the year, the Board of Directors in the best interests of the
Company, its shareholders and all the concerned persons, proposed to
change the Object of the Company. The object should be in consonance
with the name, for which Board further recommended to change the name
of the Company from "PREMIER CAPITAL SERVICES LIMITED" to "PREMIER
PROCAP LIMITED". The Company applied for Change in Name, which was duly
approved by the Registrar of Companies, Maharashtra, Mumbai vide Name
Approval Letter dated 5th February, 2015 (SRN: C39280383).
By virtue of the above change in the Name and Object clause of the
Company, the consent of the members by way of postal ballot procedure
was required.
Thereafter, your Company has obtained approval of the members by way of
a postal ballot on 20th February, 2015 for (a) Alteration in Object
Clause of Memorandum of Association of the Company
(b) Deletion of the Other Objects Clause of the Memorandum of
Association of the Company
(c) Alteration of the Liability Clause of the Memorandum of Association
of the Company (d) Change the name of the company from PREMIER CAPITAL
SERVICES LIMITED to PREMIER PROCAP LIMITED (e) Shifting of the
registered office of the Company from State of Maharashtra to the State
of Madhya Pradesh (f) Adoption of New Set of Articles of Association
(g) Increase investment limit of the Company pursuant to section 186 of
Companies Act, 2013.
But, due to time consumption in whole Postal Ballot procedure the above
mention available name was expired, and the Company applied for renewal
of availability of the same name "PREMIER PROCAP LIMITED", and the
application for the same has been rejected by the Registrar of
Companies, Maharashtra, Mumbai.
Now, due to huge complicity and pending approval in the office of the
Registrar of Companies, Maharashtra, Mumbai, Board of Directors has
decide to postpone postal ballot items transacted under (a) (d) & (e)
relating to Object Change and Name Change.
STOCK EXCHANGE LISTING:
The Equity Shares of your Company continue to remain listed on BSE Ltd.
The Company confirms that it has paid the Advance Annual Listing Fees
as payable to the above Exchange for the financial year 2015-16 on
time.
SUSPENSION OF TRADING
During the year under review, the Company has received the order of
Suspension of Trading w.e.f. 4th March, 2015 vide letter dated 27th
February, 2015 from BSE Ltd., in response to which the Company has
taken the appropriate action for Revocation of Suspension of trading of
the Company.
ACKNOWLEDGEMENTS:
Your Directors would like to express their grateful appreciation for
assistance and co-operation received from Banks, Government
Authorities, Investors, Stock Exchange and Members during the year
under review and thank to all the shareholders for their continued
support. The Board of Directors also place on record its sincere
appreciation of the commitment and hard work put in by the Management
and Employees of the Company and thank them for another excellent year.
For and on behalf of the Board
Sd/-
Manoj Kasliwal
Date: 22/08/2015 Chairman
Place: Indore (DIN: 00345241)
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030 CIN: L65920MH1983PLC030629
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Thirty First Annual
Report together with the Audited Statements of Accounts and the
Auditor''s Report for the financial year ended 31st March, 2014.
FINANCIAL PERFORMANCE
Particulars Year Ended Year Ended
31st March, 2014 31st March, 2013
(Amount In ) (Amount In )
Revenue from Operations 2,216,225.00 1,453,193.00
Other Income 48,750.00 1,330,386.00
Total Income(I) 2,264,975.00 2,783,579.00
Employee Benefits Expense 215,646.00 132,680.00
Finance Cost 1,939.00 627,397.00
Other Expenses 1,299,156.00 872,081.00
Total Expenses (II) 1,516,741.00 1,632,158.00
Profit/ (Loss) before Tax 748,234.00 1,151,421.00
(I-II)
Current Tax Expenses 167,214.00 356,000.00
(for current year)
Deferred Tax - -
Income Tax of pervious year 99,817.00 602,896.00
Total Tax Expenses 267,031.00 958,896.00
Profit/ (Loss) for the year 481,203.00 192,525.00
PERFORMANCE
During the year under review, the total revenue of the Company is
2,216,225/- as compared to Rs.1,453,193/- of the previous year and has
earned net profit of Rs.481,203/- as compared to Rs.192,525/- of the
previous year.
DIVIDEND
Your Directors do not recommend any dividend for the year ended 31st
March, 2014 and the available surplus be retained to strength the net
worth of the Company.
PUBLIC DEPOSIT
The Company has not accepted any Deposit from the public within the
meaning of Section 58A of the Companies Act, 1956 and the rules made
there under.
SUB DIVISION OF SHARES
In order to increase the affordability of the Company''s equity shares
for the Retail Investors which could lead to their greater
participation and increase the liquidity of Company''s equity shares in
the stock market, the Company sub divided the Equity Shares of the
Company, such that each existing Equity Share of the Company of the
face value of Rs. 10/- (Rupees Ten Only) was sub divided into 10 (Ten)
Equity Share of face value of Rs. 1/- (Rupee One Only) on 20th March,
2014 and consequently, the Authorized Share Capital of Company is now Rs.
250,000,000 (Rupees Twenty Five Crores Only) comprising of 250,000,000
(Twenty Five Crores) Equity Shares of Rs. 1/- (Rupee One Only) each and
Issued, Subscribed & Paid up Share Capital of Company is now Rs.
37,060,920 (Rupees Three Crore Seventy Lac Sixty Thousand Nine Hundred
and Twenty Only) comprising of 37,060,920 (Three Crore Seventy Lac
Sixty Thousand Nine hundred and Twenty) Equity Shares of Rs. 1/- (Rupee
One Only) each.
DIRECTORS
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Dalip Kumar (DIN: 00103292), retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for reappointment.
The Company received requisite notices in writing from members
proposing the appointment of Mr. Ashwani Kumar Bhat (DIN: 03380458),
Mr. Manish Praful Patel (DIN: 03383126) and Mrs. Rashmi Ahuja (DIN:
03385181) as independent directors for a term of 5 (Five) consecutive
years. The Board recommends their appointment. The Company has received
declaration from all independent directors of the Company confirming
that they meet the criteria of independence as prescribed under section
149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of section 217(2AA) of the Companies Act, 1956, the
directors state that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that 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;
(iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The directors have prepared the annual accounts on a going concern
basis.
AUDITORS REPORT
The notes to the account referred in the auditor''s report are self
explanatory and need not any further comments.
AUDITORS
In pursuance of the Companies Act, 2013, M/s S. C. Maheshwari &
Associates, Chartered Accountants who have expressed their inability to
continue are statutory auditors. It is proposed to appoint M/s Bipin
Zavar & Associates, Chartered Accountants (Firm Registration No.
121523W) Mumbai, as Statutory Auditors of the Company in place of
retiring auditors for the FY 2014-15 to FY 2018-19. M/s Bipin Zavar &
Associates have under Section 139(1) of The Companies Act, 2013,
furnished a certificate of their eligibility for appointment as such.
STOCK EXCHANGE LISTING
Equity Shares of the Company are listed on The Bombay Stock Exchange
Ltd. The Company confirms that it has paid Advance Annual Listing fees
to the above Exchange for the financial year 2014-2015.
PARTICULARS OF EMPLOYEES
At present there is no employee with the Company to be reported under
the provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
1. Information in respect of Form Rs.A'' is -NIL-
2. Information in respect of R & D and Technology absorption as
required to be given is- NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange earned Nil
Foreign Exchange used Nil
MANAGEMENT DISCUSSION AND ANALYSIS
As per Clause 49 of the Listing Agreement with Stock Exchange, your
Company is required to give a note on management discussion and
analysis with regard to Company perception. A report on the same is
given separately as Annexure - "I"
CORPORATE GOVERANCE
A report on Corporate Governance along with a certificate from the
Auditors of the Company, regarding compliance of requirements of
Corporate Governance pursuant to Clause 49 of the Listing Agreement
with Stock Exchanges is annexed hereto and forms part of this report.
Further a declaration signed by the member of the Board affirming
compliance with the code of Conduct by all Board members and Senior
Management Personnel is attached to this report. A report on the same
is given separately as Annexure - "II"
COMPLIANCE CERTIFICATE
The Company has obtained a compliance certificate under section
383(A)(1) of the Companies Act, 1956 from CS Prem Batra, Practicing
Company Secretary, Indore (M.P.) annexed to this report. A report on
the same is given separately as Annexure - "III"
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
assistance and co-operation received from Banks, Government
Authorities, Investors, Stock Exchange and Members during the year
under review and thank to all the shareholders for their continued
support. The Board of Directors also place on record its sincere
appreciation of the commitment and hard work put in by the Management
and Employees of the Company and thank them for another excellent year.
By order of Board of Directors
Sd/-
Chairman
Manoj Kasliwal
(DIN: 00345241)
Date: 3rd September, 2014
Place: Indore
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030
Mar 31, 2012
The Directors have pleasure in presenting the 29th Annual Report and
Audited Accounts of the Company for the year ended March 31, 2012.
PERFORMANCE
During the year under review, the total Revenue of the Company is Rs.
10,83,267/- as compared to Rs. 7,94,949/- of the Previous year and has
earned net Profit of Rs. 5,22,635/- as compared to Rs. 2,50,091/- of the
previous year.
DIVIDEND
Your Directors do not recommend any dividend for the year ended 31st
March, 2012 and the available surplus be retained to strength the net
worth of the company.
DIRECTORS
Shri Ashwani Kumar Bhat, retires by rotation at the ensuing Annual
General Meeting and being eligible offer himself for reappointment. The
Board recommends his re-appointment.
SHARE CAPITAL
The Company has obtained shareholders approval through Postal Ballot
dated 22.08.2012 to increase in Authorized Share Capital of the company
from Rs. 7.00 Crores to 7 25.00 Crores.
The Company has allotted 29,91,492 (Twenty Nine Lac Ninety One Thousand
Four Hundred Ninety Two) equity shares of Rs. 10/- each at a premium of
Rs 65/- per share dated 03.09.2012 on preferential basis in compliance
with the SEBI (ICDR) Regulations on preferential issues.
AUDITORS REPORT
The notes to the account referred in the auditor's report are self
explanatory and need not any further comments.
AUDITORS
The Statutory Auditors M/s S. C. MAHESHWARI & ASSOCIATES, CHARTERED
ACCOUNTANTS, Mumbai, hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment as Auditors
of the Company.
COMPLIANCE CERTIFICATE
The company has obtained a compliance certificate under section
383(A)(1) of the Companies Act, 1956 from Dinesh Kumar Gupta,
Practicing Company Secretary, Indore (M.P.) is annexed to this report.
STOCK EXCHANGE LISTING
Equity Shares of the Company are listed on The Bombay Stock Exchange
Ltd. The Company confirms that it has paid annual listing fees to the
above Exchange for the year 2012-2013.
PUBLIC DEPOSIT
The Company has not accepted any Deposit from the public within the
meaning of Section 58A of the Companies Act, 1956 and the rules made
there under.
PERSONNEL
At present there is no employee with the company to be reported under
the provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
1. Information in respect of Form 'A' is -NIL-
2. Information in respect of R & D and Technology absorption as
required to be given is- NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange earned Nil
Foreign Exchange used Nil
MANAGEMENT DISCUSSION AND ANALYSIS
As per Clause 49 of the Listing Agreement with Stock Exchange, your
company is required to give a note on management discussion and
analysis with regard to company perception. A report on the same is
given separately as Annexure - "I"
CORPORATE GOVERANCE
During the year, under review the Company is in the process of
implementation of Corporate Governance in accordance with the
provisions of the Companies (Amendment) Act, 2000. It is also
finalizing the terms of reference and other matters relating to Audit
Committee. The other matter giving strength to the corporate Governance
is also being reviewed/finalized by the company in consultation with
Auditors & Corporate experts.
The Company is finalizing its policy for corporate governance including
constitution of Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956
The Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed.
2. 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 on March 31st, 2012 & Profit and Loss of the Company
for the year end on that date.
3. The Directors had 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.
4. The Directors had prepared the Annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
assistance and co- operation received from Banks, Government
Authorities, Investors, stock exchange, and Members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services of the Executives,
staffs of the Company.
FOR AND ON BEHALF OF THE BOARD
PLACE: Indore
DATE 03.09.2012 Sd/-
CHAIRMAN
Mar 31, 2009
The Directors have pleasure in presenting the 26 th Annual Report
together with the Audited Accounts for the year ended on 31st March
,2009.
FINANCIAL RESULT
During the year under review , the Company has made a Profit of Rs.2.47
Lacs after depreciation and Taxes as against the Profit of Rs. 6.09
Lacs in the previous year.
DIVIDEND
Your Directors have not recommended the dividend for the year.
PUBLIC DEPOSIT
During the year the company did not invite or accept any deposit from
the public under section 58 A of the Companies Act, 1956.
AUDITORS REPORT
The Notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore do not require any further comment under
section 217(3) of the Companies Act,1956
DIRECTORS
Shri Sandeep Shriya , Director of the Company retire by rotation and
being eligible, offer himself for reappointment. In view of the
valuable contribution made by Shri Sandeep Shriya , the Board of
Directors of your company recommend to the shareholder for his
re-appointment as Director of the company.
PARTICULARS OF EMPLOYEES
The statement pursuant to the provision of Section 217 (2A) of the
Companies Act, 1956 and Companies (Particulars of Employees) Rules,
1975 is not required since none of the employees has drawn not more
than Rs.24,00,000/- per annum or Rs.2,00,000/- per month during the
relevant year.
AUDITORS
The Statutory Auditors of the Company M/s. M. Mehta & Company,
Chartered Accountants, Indore retire at the conclusion of the 26 th
Annual General Meeting and being eligible, offer themselves for
reappointment. The Directors recommend for approving reappointment of
M/s. M. Mehta & Co., Chartered Accountants, Indore as Statutory
Auditors of the Company and to fix their remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departure.
ii. That the selected accounting policies were applied consistently and
the directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at March 31,2009, and of the profit of the company for
the year ended on that date.
iii. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. That the annual accounts have been prepared on a going concern
basis.
CORPORATE GOVERNANCE
The Company is in the process of forming Audit Committee of Directors
in accordance with 1|p provisions of the companies (Amendment) Act,
2000 . It is also finalising the terms of reference and other niters
relating to Audit Committee.
The other matter giving strength to the Corporate Governance is also
being reviewed /finalized by the company in consultation with Auditors
& Corporate experts.
The Company is finalising its policy for corporate governance including
constitution of Audit Committee .
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY. TECHNOLOGY AND
FOREIGN EXCHANGE EARNING AND OUTGO :
As the Company is not having any such type of activity , no particulars
were given for the same .
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the whole hearted
and sincere co-operation extend to the company from various departments
and bodies of state and central Governments and Banks.
The Directors also wish to thank all the employees/ associates for
their active support and co-operation .
FOR AND ON BEHALF OF THE BOARD
Place : Indore (RAJESH AGRAWAL)
Date : 30.07.2009 DIRECTOR
Mar 31, 2000
The Directors have pleasure in presenting the 17th Annual Report
together with the Audited Accounts for the year ended on 3lst March,
2000 and the Auditors Report thereon;-
1 FINANCIAL RESULTS :
During the year under review, the Company has incurred a Loss of Rs.
9.86 Lacs as against the Loss of Rs.29.85 Lacs incurred during the
previous year. The current years Loss of Rs.9.86 Lacs and previous
years brought forwarded Losses of Rs.150.55 lacs have been carried to
Balance Sheet.
2.DIRECTORS :
Shri Ramkumar Agrawa1 & Shri Radhakant Sharma, Directors of the
Company, retire by rotation and being eligible offer themselves for
reelection, In view of the valuable contributions made by Shri
Ramkumar Agrawal & Shri Radhakant Sharma for the progress of the
Company, the Board recommends the Shareholders to re-appoint them as
Directors of the Company.
3.DIVIDEND:
In view of the loss, your Directors have not recommended the dividend
for the year.
4. DEPOSITS :
The Company did not invite or accept any Deposit from Public during the
year under Section 58A of the Companies Act, 1956.
5. AUDITORS :
M/s. M. Mehta & Co., Chartered Accountants, Auditors of the Company
retires in ensuing Annual General Meeting. You are requested to appoint
them as Auditrs of the Company for the Current year and fix their
remuneration.
6. PARTICULARS OF EMPLOYMENT :
Particulars of employees as required under Section 217(2a) of the
Companies Act,1956 are not applicable as no employee was drawing more
than Rs. 3,00,000/- per annum or Rs. 25,000.00 per month in the year
under review.
7.AUDITORS REPORT :
The notes to the Accounts refered to in the Auditors Report are self
explanatory and therefore do not require any further comment under
Section 217(3) of the Companies Act, 1956,
8. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY FOREIGN
EXCHANGE EARNING AND OUTGO :
As the Company is not having any such type of activity, no particulars
were given for the same.
9. ACKNOWLEDGEMENT :
Your Directors place on record theirappreciation of the whole hearted
and sincere co-operation extended to the Company from various
departments and bodies of State and Central Governments and Banks.
The Directors also wish to thank all the employees / associates for
their active support and co-operation.
FOR AND ON BEHALF OF THE BOARD
RAJESH AGRAWAL
DIRECTOR
DATE : 31/07/2000
PLACE : INDORE.
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