Mar 31, 2015
Dear Members,
The Directors have pleasure for presenting the 8th Board Report
together with the audited annual accounts of the Company for the
financial year ended 31st March 2015.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year under review is
summarized below:
(Rs. In Lacs)
Particulars 2014-15 2013-14
Sales 4338.72 9773.06
Other Income 0.54 1.56
Total 4339.26 9774.62
Profit Before Interest and
Depreciation and Amortisation
(PBIDTA) (93.46) (224.01)
Less: Interest 0.13 5.83
Less: Depreciation 34.96 220.20
Profit before Taxation and
Exceptional items(PBT) (128.55) (450.04)
Less: Exceptional Items 3036.99 1044.24
Profit Before Tax (PBT) (3165.54) (1494.28)
Less: Prior Period Tax Payments 0 2.85
Profit after Taxation (PAT) (3165.54) (1497.13)
2 PERFORMANCE OF THE COMPANY
During the year under review, your Company has achieved a turnover of
Rs. 43.39 Crores as against Rs. 97.73 Crores in the previous year.
The Management of the Company is trying very hard to review the Company
and to get the operation back on track. Earlier the Company was
working on Company owned and Company operated (COCO) model of retail
business, then it move to franchise model Due to less and slow recovery
of old debts the bottom line of the Company faces heavy pressure and
Company extended it losses from 14.97 crores to 31.65 crores during the
year under review.
3 DIVIDEND
Board of Directors of the Company, has not recommended any dividend for
the equity shareholders of the Company for the financial year ended on
March 31, 2015.
4 UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION &
PROTECTION FUND)
Pursuant to Section 124 read with Sub Section (1) of section 125 of the
Companies Act, 2013, unclaimed dividend which remains unpaid for a
period of seven years shall be transferred to Investor Education &
Protection Fund. Unclaimed dividend for the year 2007-08 shall be
transferred to the said fund before the due date.
It may be noted that upon the transfer of dividend to Investor
Education & Protection Fund, members lose their right to claim such
dividend. Therefore, Members are requested to claim the amount of
Unpaid/unclaimed dividend for the year 2007-2008 and onwards.
5 TRANSFER TO GENERAL RESERVE
During the year under review, Your Company has not transferred any
amount to any reserve of the Company
6 BUSINESS SEGMENTS
Your Company does not have any reportable segment in accordance to
Accounting Standard (AS) -17 issued by the Institute of Chartered
Accountants of India as it deals in only one segment i.e., Retail
segment.
7 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on the management discussion and analysis is annexed hereto
and forms part of this report as required in Clause 49 of the Listing
Agreement with the stock exchange of India.
8 CORPORATE GOVERNANCE
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
A certificate to that effect has been obtained from statutory auditors
of the Company and is annexed to this report .
9 ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY
The Company is committed to improve all aspects of environment. We
always aspire to fuse business values, cultural pillars and operating
principles to achieve the expectations of our customers, lenders,
employees, investors, communities and the wider society. We always pay
full attention to promote, improve and maintain our responsibility
towards the society as a whole for better socio-economic condition.
10 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2015, Your Company doesn't have any subsidiary, joint
venture or associate company.
11 BOARD OF DIRECTORS
As on 31st March 2015, Your Company has 6 (Six) Directors, consisting
of Four Independent Non Executive Directors (including one Woman
Director), One Managing Director and One Non-Executive Director.
In terms of the provision of Section 149 of the Companies Act 2013, and
Clause 49 of the Listing Agreement, every listed and such other class
of Companies as may from time to time prescribed shall have at least
One Woman Director on Board of Directors of the Company , therefore
Company has appointed Ms. Anishrava Agrawal (DIN- 00976083) as
additional Director on the Board of the Company, however due to some
unavoidable circumstances she could not continue to act as Director of
the Company and has tendered her resignation from Directorship of the
Company w.e.f. 25.04.2015. Further this is to inform all the members
that Shri Asoke Kumar Chatterjee, Independent Director of the Company
expires on 04th August, 2015.
The Company has received the declarations from all the Independent
directors confirming that they meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013 and Clause 49
of the Listing Agreement.
DIRECTORS RETIRING BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Manoj Mishra (DIN-00386578), Director of the Company will retire in
the ensuing Annual General Meeting of the Company and being eligible,
seek re- appointment.
Brief details of the Directors seeking re-appointment, their expertise
etc. is given in the notice of the ensuing Annual General Meeting.
BOARD EVALUATION
Pursuant to 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, performance of the Independent
Directors, the directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and Compliance
Committees.
REMUNERATION POLICY
The Board of Directors in consultation with the members of Nomination &
Remuneration Committee framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. Details of the
Remuneration and other fees paid to the Directors are provided in the
Corporate Governance Report.
MEETINGS
During the year under review, 6 (Six) Meetings of Board of Directors
and 1(One) Meeting of Independent Directors' of the Company were held.
The Details of meetings are given in Corporate Governance Report. The
provisions of Companies Act, 2013 and listing agreement were adhered to
while considering the time gap between two meetings.
12 COMMITTEES OF THE BOARD
Your Company has established various committees for the purpose of the
best governance practices and which are in compliance with the
requirements of relevant provision of applicable laws and statutes
which are as follows:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Share Transfer Committee
d. Shareholders'/Investors' Grievance Committee
The details with respect to the compositions, powers, duties etc of the
above mentioned committees are mentioned in the Corporate Governance
Report which forms part of this Annual Report.
13 RISK MANAGEMENT POLICY
Your Company has laid down procedures to inform members about the risk
assessment and minimization procedures, which are periodically
reviewed.
14 VIGIL MECHANISM
The Company has put in place a codified system, which welcome
suggestions from the employees and employees at all levels have access
to the audit Committee members, internal welfare committees and the
Senior Management of the Company to report any kind of irregularity in
the Company's functioning or any unethical behaviour or any kind of
harassment or unequal treatment given to them. Company has always
believed in conducting its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity
and ethics.
15 LOANS, GUARANTEE AND INVESTMENT IN SECURITIES
Particulars of loans, guarantees and investments made by the Company
pursuant to Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Accounts.
16 CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTY
During the year under review, all related party transactions done by
the Company were at arm's length and in ordinary course of business.
17 AUDITORS
a. Statutory Auditors
M/s P.K. Lilha & Co, Chartered Accountants, Kolkata were appointed as
Statutory Auditors for a period of three years in the Annual General
Meeting held on 30/09/2014. Their continuance of appointment and
payment of remuneration are to be confirmed and approved in the ensuing
Annual General Meeting. The Company has received a certificate from the
above Auditors to the effect that if they are reappointed, it would be
in accordance with the provisions of Section 141 of the Companies Act,
2013.
Auditors' Report and Qualification
There is a qualification in the Auditors' report that Trade Receivables
amounting to Rs. 87.23 Crores is outstanding for considerable period of
time. No confirmations have been received for these customers. In their
opinion the debts are doubtful of recovery against which no provision
has been made in the financial statements.
In this regard , Board of Directors of the Company submits that the
Company is pursuing with the parties for payment of dues, however if
management feels that these debts may not be recovered, they will
provide necessary provisions in the upcoming financial years.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Your Company has appointed Mr. Astik Tripathi,
CP No. 10384 Practicing Company Secretary, Proprietor of M/s Astik
Tripathi and Associates to undertake the Secretarial Audit of the
Company.
Secretarial Audit Report and Qualifications
There is a qualification in the Secretarial audit report that during
the year under review, Company has not appointed Company Secretary and
Chief Financial officer in the Company.
In this regard, Board of Directors hereby submits that there are no
major business activities in the Company during last year and from past
few years the revenue from the operations were declining continuously.
During the year under review, Company Secretary of the Company has
tendered his resignation. The Company's management was searching the
eligible candidates who are suitable to the Company for the Post of
Chief Financial Officer and Company Secretary. However the Company has
appointed Ms. Anuradha Gaur, an Associate member of the Institute of
the Company Secretaries of India as the Company Secretary cum
Compliance officer of the Company in the month of June, 2015 and the
management is still looking for suitable candidate for the post of
Chief Financial officer of the Company.
Copy of the Secretarial Auditors Report is annexed to this Report as an
annexure "A"
18 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act, 2013
, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
* In preparation of the annual accounts, the applicable accounting
standards had been followed along with the proper explanations relating
to material departures, if any.
* 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 the affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period.
* The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting the fraud and other
irregularities.
* The Directors have prepared the annual accounts of the Company on a
'going concern' basis.
* The Directors had laid down the internal financial control that is
followed by the company and these internal financial controls are
adequate and were operating effectively. Internal Financial controls
means the policies and procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business including adherence
to Companies policies, the safeguarding of its assets, the prevention
and detections of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of financial
information.
* The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
19 PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.
20 PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
The Company had not paid any remuneration to the Managing Director of
the Company and only the sitting fees for attending Meetings of the
Company was paid to other Directors, no other benefits or perquisites
were paid to Directors.
21 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption
and foreign exchange earnings & outgo is required to be disclosed under
section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014.As the Company being in retail sector,
the provisions regarding giving details of conservation of energy is
not applicable. However Your Company has taken adequate measures to
reduce energy consumption wherever possible. The Company has not
incurred any expenditure on Research &Development, Technology
absorption, adoption & innovation during the current financial year.
However, the detail for "Nil expenditure is given as below:
1. Specific Areas in which R & D carried Not
out by the Company Applicable
2. Benefits derived as a result of above Nil
R & D
3. Future Plan of Action Nil
a. Capital Nil
b. Recurring Nil
c. Total Nil
d. Total R & D Nil
Expenditure as % Of total Turnover Nil
Your Company being concentrating on the domestic consumption market and
do not have any exports initiatives to report to the members:
Foreign Exchange Earnings and Outgo:
Amount (Rs. In Lacs)
Total foreign exchange earned and outgo:
Foreign exchange earned Nil
Foreign exchange outgo Nil
Net foreign exchange outgo/earned Nil
22 ANNUAL RETURN
Extract of Annual Return Pursuant to the Section 92(3) of the Companies
Act, 2013 is annexed to this report as Annexure "B".
23 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company has occurred between the end of the financial year to which
this financial statements relate and the date of this report
24 INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business including adherence to the
company's policies, safeguarding of its assets, the prevention and
detection of the frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of the reliable financial
disclosures.
25 SEXUAL HARASSMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
26 ACKNOWLEDGEMENT
The Board place on record their appreciation for the assistance and
co-operation received from various government authorities,
Stakeholders, bankers, vendors and members during the year under
review. Directors also wish to thank all the employees for their
contribution commitment, support and co-operation.
For and on behalf of Board of Directors
sd/-
(Sandip Jhunjhunwala)
Managing Director
Place: New Delhi
Date: 28th August, 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Seventh Board Report
together with the audited annual accounts of the Company for the
financial year ended 31st March, 2014.
FINANCIAL RESULTS:
The financial performance of the Company for the year under review is
summarized below:
(Rs. In Lacs)
Paticulars 2013-14 2012-13
Revenue from Operations 9773.06 40969.87
Other Income 1.56 8.54
Total Income 9774.62 40978.41
Profit before Depreciation, Interest (224.01) 326.81
& Tax (PBDIT)
Less: Interest 5.83 7.72
Profit before Depreciation, Tax & (229.84) 319.09
Exceptional Item (PBDT)
Less: Depreciation 220.20 752.62
Profit before Tax (PBT) (450.04) (433.53)
Less:
Exceptional Item 1044.24 4685.13
Current Taxation 0.00 0.00
Deferred Tax 0.00 (316.24)
Prior Period Tax Payment 2.85 1.14
Profit after Tax (PAT) (1497.13) (4803.56)
PERFORMANCE OF THE COMPANY:
Your company during the year under review reported total revenue of Rs.
9,773.06 lacs in comparison to Rs. 40,969.87 Lakhs during previous
year. The decline in revenue from operations is due to closure of
franchisee business module in the year under review Company incurred a
loss of Rs. 1497.13 lacs as against loss of Rs. 4803.56 lacs during the
previous financial year.
Though the revenue from operations and profit after tax of the company
has sharply fallen during the year and company has closed the
franchisee module, but your directors believe that your company will
perform better in the cash and carry business in the coming years.
DIVIDEND:
During the financial year 2013-14, Board of Directors do not propose
and recommend any dividend to the shareholders as your company has
reported a loss of Rs. 1497.13 lacs. However, Board of Directors
believes that dividend will be recommended in the coming years for
shareholders if profit of the company rises.
UNCLAIMED / UNPAID DIVIDEND
Pursuant to provisions of section 205A read with section 205C of the
Companies Act, 1956, dividend which has remain unclaimed by members of
the Company and unpaid for seven years after date of its declaration
must be transferred to Investor Education & Protection Fund (IEPF).
Unclaimed dividend for the financial year 2008-09 shall become due on
October 22, 2016 for deposit in IEPF. Members must note that upon
transfer of dividend to Investor Education & Protection Fund, they lose
their right to make claim on such dividend. Therefore, Members are
requested to claim the amount of unpaid / unclaimed dividend before due
date.
BUSINESS SEGMENT:
Your Company does not have any reportable segment in accordance to
Accounting Standard (AS) -17 issued by the Institute of Chartered
Accountants of India as it deals in only one segment i.e., Retail
segment.
MANAGEMENT DISCUSSION AND ANALYSIS:
A report on management discussion and analysis is annexed hereto and
forms part of this report as required in Clause 49 of the listing
agreement with the stock exchanges of India.
CORPORATE GOVERNANCE:
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report. A certificate to that effect has been obtained from statutory
auditors of the Company and is annexed to this report elsewhere.
ENVIRONMENTAL ASPECTS AND SOCIAL RESPONSIBILITY:
The Company is committed to improve all aspects of environment. We
always aspire to fuse business values, cultural pillars and operating
principles to achieve the expectations of our customers, lenders,
employees, investors, communities and the wider society. We always pay
full attention to promote, improve and maintain our responsibility
towards the society as a whole for better socio-economic condition.
DIRECTORS:
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Manoj Mishra (DIN-00386578), Director of the Company will retire in
the ensuing Annual General Meeting of the Company and being eligible,
seek re-appointment.
There are three Independent Directors on the Board of the Company as
per the Listing Agreement
Requirements viz., Shri A. K. Chatterjee (DIN-00266151), Dr. N. K.
Gupta (DIN-00032956) and Shri K.D Ghosh (DIN- 02489190) All these
Independent Directors had been appointed vide member''s resolution in
terms of the provisions of the Companies Act, 1956 as Directors'' whose
period of office is liable to determination by retirement by rotation.
The Company has received declarations from all the above Independent
Directors stating that they meet
With the criteria of Independence as prescribed under sub- section (6)
of Section 149 of the Companies Act, 2013.
The Board of Directors of your Company, after reviewing the
declarations submitted by the above Independent Directors is of the
opinion that the said Directors meet the criteria of Independence as
per Section 149(6) of the Companies Act, 2013 and the rules made there
under and also meet with the requirements of Clause 49 of the Listing
Agreement with the Stock Exchanges, for being the Independent Directors
on the Board of the Company and are also independent of the management.
Of the above Independent Directors, Shri A.K. Chatterjee, Dr. N. K.
Gupta and Shri K.D. Ghosh , retire by rotation at the ensuing Annual
General Meeting and being eligible and offering them self for
appointment, are proposed to be appointed as Independent Directors of
the Company under the Companies Act, 2013 to hold office for 3 (three)
consecutive years for a term upto the conclusion of the 10th Annual
General meeting of the Company in the calendar year 2017.
Details under Clause 49 of the Listing Agreement with the Stock
Exchanges in respect of Directors seeking appointment at the Annual
General Meeting are provided in the Corporate Governance Report and in
the Explanatory Statement to the Notice.
The Directors seeking appointment have furnished the requisite
declarations.
Board of Directors seeks your approval to the terms of their re-
appointment and remuneration.
Brief details of the Directors seeking re-appointment, their expertise
etc. is given in the notice to the ensuing Annual General Meeting
AUDITORS:
M/s PK.Lilha & Co., Chartered Accountants, Statutory Auditors of the
Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for reappointment, they have
indicated their willingness to accept re-appointment. As required
under Section 139 of the Companies Act, 2013, the Company has obtained
a written consent from M/s PK.Lilha & Co, to such appointment and also
a certificate to the effect that their appointment, if made, would be
in accordance with Section 139(1) of the Companies Act, 2013 and the
rules made there under, as may be applicable.
In terms of Section 139 of the Companies Act, 2013 and the Rules made
thereunder, their re-appointment needs to be approved by the members
and their remuneration has to be fixed.
AUDITORS REPORT:
The Notes on Accounts referred to the Auditors'' Report are self
explanatory and do not call for any further comments.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
* In preparation of the annual accounts for the financial year ended
31st March, 2014, the applicable accounting standards read with
requirement set out under revised Schedule VI to the Companies
Act,1956, have been followed along with the proper explanations
relating to the material departures, if any.
* 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 financial results of
the Company as at 31st March, 2014.
* 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 assets of the
Company and for preventing and detecting the fraud and other
irregularities.
* The Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis.
PUBLIC DEPOSITS:
The Company has neither invited nor accepted any Public Deposits within
the meaning of section 58A of the Companies Act, 1956, during the year
under review.
PARTICULARS OF EMPLOYEES:
During the year under review, no employees, whether employed for the
whole or part of the year, was drawing remuneration exceeding the
limits as laid down u/s 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975 as amended. Hence the
details required under Section 217(2A) are not required to be given.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo.
The particulars relating to energy conservation, technology absorption
and foreign exchange earnings & outgo is required to be disclosed under
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. As the Company being in retail sector, the provisions
regarding giving details of conservation of energy is not applicable.
However Your Company has taken adequate measures to reduce energy
consumption wherever possible.
The Company has not incurred any expenditure on Research & Development,
Technology absorption, adoption & innovation during the current
financial year. However, the detail for "Nil" expenditure is given
below:
1. Specific Areas in which R & D carried out by Not
the Company Applicable
2. Benefits derived as a result of above R & D Nil
3. Future Plan of Action Nil
a. Capital Nil
b. Recurring Nil
c. Total Nil
d. Total R & D Nil
Expenditure as % Of total Turnover Nil
Your Company being concentrating on the domestic consumption market and
do not have any exports initiatives to report to the members.
ACKNOWLEDGMENT:
The Board would like to express their gratitude and place on record
their sincere appreciation for continued support and cooperation
received from consumers, bankers, vendors, government authorities,
employees and other stakeholders during the year under review. Your
Directors have belief for continued support to be extended by all the
stakeholders in the years to come.
For and on behalf of Board of Directors
(A. Chatterjee) (Sandip Jhunjhunwala)
Director Managing Director
Place: New Delhi
Date : 14th August, 2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the Sixth Board Report
together with the audited annual accounts of the Company for the
financial year ended 31st March, 2013.
Financial Results:
The financial performance of the Company for the year under review is
summarized below:
(Rs. in Lacs)
Particulars 2012-2013 2011-2012
Revenue from Operations 40969.87 61,405.12
Other Income 8.54 6.90
Total Income 40978.41 61,412.02
Profit before Depreciation, Interest &
Tax (PBDIT) (4358.32) 902.93
Less: Interest 7.72 12.87
Profit before Depreciation & Tax (PBDT) (4366.04) 890.06
Less: Depreciation 752.62 771.32
Profit before Tax (PBT) (5118.66) 118.74
Less:
Current Taxation 0.00 76.63
Deferred Tax (316.24) (36.19)
Prior Period Tax Payment 1.14 46.42
Profit after Tax (PAT) (4803.57) 31.88
Performance of the Company:
Your company during the year under review reported total revenue of Rs.
40969.87 lacs in comparison to Rs. 61405.12 lacs during previous year.
The decline in revenue from operations recording a downfall of 33.27%
is due to reduction in franchisee inspite of best efforts made by board
of directors to improve sales. Recognition of impairment loss on assets
of the Company, in accordance to accounting standard (AS) Â 28 issued
by the Institute of Chartered Accountants of India, in profit and loss
account as expenses resulted in a post tax loss of Rs. 4803.57 lacs
during the financial year 2012-13 as against profit of Rs. 31.88 lacs
during the previous financial year.
Though the revenue from operations and profit after tax of the company
has sharply fallen during the year, your directors believe that your
company will perform better in the coming years.
Dividend:
During the financial year 2012-13, Board of Directors do not propose
and recommend any dividend to the shareholders as your company has
reported a loss of Rs. 4803.57 lacs. However, Board of Directors believes
that dividend will be recommended in the coming years for shareholders
if profit of the company rises.
Unclaimed / Unpaid Dividend
Pursuant to provisions of section 205A read with section 205C of the
Companies Act, 1956, dividend which has remain unclaimed by members of
the Company and unpaid for seven years after date of its declaration
must be transferred to Investor Education & Protection Fund (IEPF).
Unclaimed dividend for the financial year 2008-09 shall become due on
October 22, 2016 for deposit in IEPF. Members must note that upon
transfer of dividend to Investor Education & Protection Fund, they lose
their right to make claim on such dividend. Therefore, Members are
requested to claim the amount of unpaid / unclaimed dividend before due
date.
Business Segment:
Your Company does not have any reportable segment in accordance to
Accounting Standard (AS) -17 issued by the Institute of Chartered
Accountants of India as it deals in only one segment i.e., Retail
segment.
Management Discussion and Analysis:
A report on management discussion and analysis is annexed hereto and
forms part of this report as required in Clause 49 of the listing
agreement with the stock exchanges of India.
Corporate Governance:
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report. A certificate to that effect has been obtained from statutory
auditors of the Company and is annexed to this report elsewhere.
Environmental Aspects and Social Responsibility:
The Company is committed to improve all aspects of environment. We
always aspire to fuse business values, cultural pillars and operating
principles to achieve the expectations of our customers, lenders,
employees, investors, communities and the wider society. We always pay
full attention to promote, improve and maintain our responsibility
towards the society as a whole for better socio-economic condition.
Directors:
Pursuant to section 255 of the Companies Act, 1956 and Article 129 of
Article of Association of the Company, Shri A. Chatterjee and Shri
Manoj Mishra, directors of the Company, shall retire by rotation and
being eligible offer themselves for reappointment. A brief resume of
the Director seeking re-appointment, their expertise etc. is given in
the notice to the ensuing Annual General Meeting.
Further on the basis of recommendations of Remuneration Committee of
the Company, Board of Directors of the Company at its meeting held on
30th July, 2013 accorded their consent for the re-appointment of Shri
Sandip Jhunjhunwala as Managing Director of the Company for another
term of five years with effect from 31st July, 2013.
Board of Directors seeks your approval for the terms of his re
appointment and remuneration.
A brief resume of the Directors seeking re-appointment, their expertise
etc. is given in the notice to the ensuing Annual General Meeting.
Auditors:
M/s P.K. Lilha & Co., Chartered Accountants, who are Statutory Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and are being eligible for re-appointment. They have
shown their willingness to accept re-appointment as auditors of the
Company for the financial year 2013-14. In terms of Section 224A of the
Companies Act, 1956, their re-appointment needs to be approved by the
members and their remuneration has to be fixed.
Auditors Report:
The Notes on Accounts referred to the Auditors'' Report are self
explanatory and do not call for any further comments.
Director''s Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
- In preparation of the annual accounts for the financial year ended
31st March, 2013, the applicable accounting standards read with
requirement set out under revised Schedule VI to the Companies
Act,1956, have been followed along with the proper explanations
relating to the material departures, if any.
- The Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the financial results of
the Company as at 31st March, 2013.
- 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 assets of the
Company and for preventing and detecting the fraud and other
irregularities.
- The Directors have prepared the annual accounts for the financial
year ended 31st March, 2013 on a going concern basis.
Public Deposits:
The Company has neither invited nor accepted any Public Deposits within
the meaning of section 58A of the Companies Act, 1956, during the year
under review.
Particulars of Employees:
Information of particulars of employees as required to be furnished
pursuant to Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975 as amended, forms part
of this report. However, as per the provision of Section 219(1)(b)(iv)
of the Companies Act,1956, the reports and accounts are being sent to
all the shareholders of the Company excluding the statement of
particulars of employees under section 217(2A) of the Companies Act,
1956. Statement of particulars of employees and other documents, if
any, which are not annexed to this Report, will be open for inspection
for the shareholders at registered office of the Company during working
hours for a period of 21 days before the date of annual general
meeting. Also any shareholder interested in obtaining a copy may write
to the Company Secretary for the same.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to energy conservation, technology absorption
and foreign exchange earnings & outgo is required to be disclosed under
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. As the Company being in retail sector, the provisions
regarding giving details of conservation of energy is not applicable.
However, your Company has taken adequate measures to reduce energy
consumption wherever possible.
The Company has not incurred any expenditure on Research & Development,
Technology absorption, adoption & innovation during the year under
review. However, the detail for "Nil" expenditure is given below:
1. Specific Areas in which R & D carried out by the Company Not
Applicable
2. Benefits derived as a result of above R & D Nil
3. Future Plan of Action
4. Expenditure on R & D (Rs. In Lacs)
a. Capital Nil
b. Recurring Nil
c. Total Nil
d. Total R & D Nil Expenditure as % of total Turnover Nil
Your Company being concentrating on the domestic consumption market and
do not have any exports initiatives to report to the members.
Acknowledgment:
The Board would like to express their gratitude and place on record
their sincere appreciation for continued support and cooperation
received from consumers, bankers, vendors, government authorities,
employees and other stakeholders during the year under review. Your
Directors have belief for continued support to be extended by all the
stakeholders in the years to come.
For and on behalf of the Board
Sd/- Sd/-
A.K. Chatterjee Manoj Mishra
Director Director
Place: Kolkata
Date: May 30, 2013
Mar 31, 2012
The Directors have pleasure in presenting the Fifth Board Report
together with the audited statement of accounts of the Company for the
financial year ended 31st March, 2012.
Financial Results:
The financial performance of the Company for the year under review is
summarized below:
(Rs. in Lakhs)
Particulars 2011-2012 2010-2011
Revenue From Operations/Sales (Net) 61,405.12 71,649.95
Other Income 6.90 4.79
Total Income 61,412.02 71,654.74
Profit before Depreciation,
Interest, Amortisation & Tax (PBDIAT) 902.93 5,267.49
Less: Interest 12.87 7.38
Profit before Depreciation & Tax (PBDT) 890.06 5,260.11
Less: Depreciation 771.32 771.19
Profit before Tax (PBT) 118.74 4,488.92
Less:
Current Taxation 76.63 1,560.00
Deferred Tax (36.19) (26.72)
Prior Period Tax Payment 46.42 51.65
Profit after Tax (PAT) 31.88 2,904.00
Allotment of Equity Shares on conversion of Fully Convertible
Debentures:
During the year under review, 13,95,002 equity shares were allotted on
26th April, 2011 at a price of Rs.193.55 per share having face value of
Rs. 2/- each on conversion of 27,00,000 Fully Convertible Debentures
which have been listed in Bombay Stock Exchange Limited and National
Stock Exchange of India Limited. We have already informed you about
detail of allotment in our earlier Board Report.
Financial Highlights:
During the year under review the company has entered the consolidation
phase and is closely monitoring the performance of its Master
Franchisee/Franchisee. The company achieved a sales/turnover of Rs.
61,405.13 Lakhs. Though there is a slight decline in the turnover from
Rs. 71,649.95 lakhs the company is quite satisfied with the performance
of its franchisees thereby providing the right platform for the future
of the company.
Likewise the company has encouraged the franchisees by providing some
attractive schemes that have resulted in a decline in the profits of
the company. The company has a profit after tax of Rs. 31.88 Lacs down
from Rs. 2904.00 lakhs in the previous year. The company has also
commenced our value stores which has a relatively low margin.
Hence, though the profit after tax of the company has reduced during
the year, your directors believe that the company has developed a
strong enough platform that will stand the company in good stead in the
future.
Dividend:
In View of the overall economic condition, there is a need for the
consolidation for the Company, hence your directors are unable to
recommend any dividend to the shareholders for the financial year
2011-2012.
Management Discussion and Analysis:
A report on management discussion and analysis is annexed hereto and
forms part of this report.
Corporate Governance:
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report. A certificate to that effect has been obtained from statutory
auditors of the Company and is annexed to this report.
Environmental Aspects and Social Responsibility:
The Company is committed to improve all aspects of environment. We pay
full attention to promote, improve and maintain our responsibility to
the society for better socio economic condition.
Directors:
Shri K. D. Ghosh and Dr. ING N.K. Gupta, Directors of the Company,
retire by rotation and being eligible offer themselves for
reappointment. A brief resume of the Director seeking re-appointment,
their expertise etc. is given in the notice to the ensuing Annual
General Meeting.
Remuneration to Managing Director:
Company has taken approval of the Members of the Company in the last
annual General meeting of the Company to pay remuneration of Rs.
1,20,00,000 per annum (CTC)(inclusive of all perquisite) to Shri Sandip
Jhunjhunwala, Managing Director of the Company. The Company has filled
all the necessary forms with Ministry of Corporate affairs.
However during the year under review, Company is having inadequate
profits, therefore the Company has paid Rs. 9,00,000 as remuneration to
Shri Sandip Jhunjhunwala, which is in compliance to the provisions of
Schedule XIII of the Companies Act.
Auditors:
The statutory auditors of the Company M/s P.K. Lilha & Co., Chartered
Accountants, Kolkata, retire at the conclusion of ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. In terms of Section 224A of the Companies Act, 1956,
their appointment needs to be approved by the members of the Company
and their remuneration has to be fixed.
Auditors Report:
The Notes on Accounts referred to the Auditors, Report are self
explanatory and do not call for any further comments.
Director,s Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors, Responsibility Statement, it is
hereby confirmed that:
- In preparation of the annual accounts for the financial year ended
31st March, 2012, the applicable accounting standards read with
requirement set out under revised Schedule VI to the Companies
Act,1956, have been followed along with the proper explanations
relating to the material departures, if any.
-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 financial results of
the Company as at 31st March, 2012.
- 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 assets of the
Company and for preventing and detecting the fraud and other
irregularities.
- The Directors have prepared the annual accounts for the financial
year ended 31st March, 2012 on a going concern basis.
Public Deposits:
The Company has neither invited nor accepted any Public Deposits during
the year under review.
Particulars of Employees:
Particulars of employees as required to be furnished pursuant to
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended, form part of this
report. However, as per the provision of Section 219(1)(b)(iv) of the
Companies Act,1956, the reports and accounts are being sent to all the
shareholders of the Company excluding the statement of particulars of
employees. Statement of particulars of employees and other documents,
if any, which are not annexed to this Report, will be open for
inspection for the shareholders at registered office of the Company
during working hours for a period of 21 days before the date of annual
general meeting. Also any shareholder interested in obtaining a copy
may write to the Company Secretary for the same.
Conservation of Energy & Technology Absorption and Foreign Exchange
Earnings and Outgo:
As the Company being in retail sector, the provisions regarding giving
details of conservation of energy is not applicable.
However there is no expenditure on Research & Development, Technology
absorption, adoption & innovation during the current financial year.
Your Company being concentrating on the domestic consumption market and
do not have any exports initiatives to report to the members.
Acknowledgment:
The Board wishes to place on record their sincere appreciation to all
consumers, bankers, vendors and other stakeholders for their continued
support during the year under review. Your Directors are quite
optimistic for support to be extended by all in the years to come.
For and on behalf of the Board
Sd/-
Sandip Jhunjhunwala
Chairman
Place: Kolkata
Date : 30th May, 2012
Mar 31, 2011
Dear Members,
The Directors have great pleasure in presenting the Fourth Board
Report of the Company together with the audited statement of accounts
for the financial year ended 31 st March, 2011.
Summarised Financial Results: (Rs in Lacs)
Particulars 2010-2011 2009-2010
Sales (Net) 71649.95 69089.84
Other Income 4.79 9.19
Total Income 71654.74 69099.03
Profit before Depreciation,
Interest & Tax (PBDIT) 5267.49 4846.70
Less: Interest 7.38 6.56
Profit before Depreciation &
Tax (PBDT) 5260.11 4840.14
Less: Depreciation 771.19 785.61
Profit before Tax (PBT) 4488.92 4054.53
Less:
Provision for Current Taxation 1560.00 1430.00
Provision for Fringe Benefit Tax - -
Provision for Deferred Tax (26.72) (43.56)
Income Tax paid for earlier years 51.65 23.74
Profit after Tax (PAT) 2904.00 2644.35
Amount Available for Appropriation 3866.00 3498.00
Less: Proposed Dividend 291.40 287.27
Less: Corporate Dividend Tax 47.27 48.83
Add: Excess Provision for Dividend Tax 1.10 -
Less: Transfer to General Reserves 2200.00 2200.00
Balance Carried to Balance Sheet 1328.33 961.90
Issue of Equity shares of the Company to Brand Equity Treaties Limited:
During the financial year under review, the Company has issued
20,66,970 equity shares of face value of Rs 21- each on 10th February,
2011, to Brand Equity Treaties Limited on preferential basis in
accordance with the provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
Business / Financial Performance:
We are pleased to inform you that your Company has recorded the sales
and profit ofRs 71649.95 Lakhs and Rs 2904.00 Lakhs respectively during
the financial year under review. However, sales for the year under
review were mere increase of Rs 2560.12 Lakhs from preceding year sales
of Rs 69090 Lakhs but PAT for financial year 2010-11 was 12904 Lakhs
which is higher by Rs 259.64 Lakhs from preceding year profit of Rs 2644
Lakhs. The increase in net profit in terms of percentage is 9.82%. It
is the result of further reduction in personnel and administrative
costs during the year under review. During the financial year under
review, the Company has 169 franchised outlets across Delhi & NCR,
Punjab, Jaipur, Kolkata, Nagpur, Ahmedabad and Baroda. The Company has
also entered into tie up with small shopkeepers for sale of goods and
articles of 6Ten by these shopkeepers and are called value stores.
Small shopkeepers get certain percentage of commission on sale of goods
of the Company. The Company has already operating 297 value stores
across Delhi, NCR and Punjab.
Overall, the Company has delivered a good performance in terms of
financial, operations and strategy amidst competitive retail market.
Dividends:
The Board of Directors have recommended a final dividend @ Rs 0.20/- per
equity share (i.e., 10% of the face value of Rs 2/-each) for the
financial year ended 31st March, 2011. The total dividend outgo for the
current year would amount to Rs 338.69 lakhs inclusive of Dividend
Distribution Tax ofRs 47.28 lakhs.
Management Discussion and Analysis:
A report on management discussion and analysis is annexed hereto and
forms part of this report.
Corporate Governance:
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report. A certificate to that effect has been obtained from statutory
auditors of the Company and is annexed to this report.
Environmental Aspects and Social Responsibility:
The Company is committed to improve all aspects of environment. We pay
full attention to promote, improve and maintain our responsibility to
the society for better socio economic condition.
Directors:
Shri A. Chatterjee and Shri Manoj Mishra, Directors of the Company
shall retire by rotation and being eligible offer themselves for
reappointment. A brief resume of the Director seeking re-appointment,
their expertise etc. is given in the notice to the ensuing Annual
General Meeting.
Auditors:
The statutory auditors of the Company M/s P.K. Lilha & Co., Chartered
Accountants, Kolkata, retire at the conclusion of ensuing Annual
General Meeting and being eligible, offer themselves for re-appointment
till the conclusion of the next Annual General Meeting. In terms of
Section 224A of the Companies Act, 1956, their appointment needs to be
approved by the members of the Company and their remuneration has to be
fixed.
Auditors Report:
The Notes on Accounts referred to the Auditors' Report are self
explanatory and do not call for any further comments.
Director's Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
- In preparation of the annual accounts for the financial year ended
31st March, 2011, the applicable accounting standards read with
requirement set out under Schedule VI to the Companies Act, 1956, have
been followed along with the proper explanations relating to the
material departures, if any.
- 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 financial results of
the Company as at 31 st March, 2011.
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting the fraud and other
irregularities.
- The Directors have prepared the annual accounts for the financial
year ended 31st March, 2011 on a going concern basis.
Public Deposits:
The Company has neither invited nor accepted any Public Deposits during
the year under review.
Particulars of Employees:
Particulars of employees as required to be furnished pursuant to
Section 217(2A) of the Companies Act, 1956, read with the rules
thereunder, form part of this report. However, as per the provision of
Section 219(1)(b)(iv) of the Companies Act,1956, the reports and
accounts are being sent to all the shareholders of the Company
excluding the statement of particulars of employees. Any Shareholder
interested in obtaining a copy may write to the Company Secretary.
Conservation of Energy & Technology Absorption and Foreign Exchange
Earnings and Outgo:
As the Company being in retail sector, the provisions regarding giving
details of conservation of energy is not applicable.
However there is no expenditure on Research & Development, Technology
absorption, adoption & innovation during the current financial year.
Your Company does not have any exports initiatives to report to the
members as the Company is fully concentrating on domestic market. There
is no foreign exchange earnings and outgo.
Acknowledgment:
The Board would like to thank and also place on record their sincere
appreciation to all consumers, bankers, vendors and other stakeholders
for their continued support during the year under review. Your
Directors are quite optimistic for support to be extended by all in the
years to come.
For and on behalf of the Board
Sd/-
Sandip Jhunjhunwala
Chairman
Place: New Delhi
Date: May 30, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Third Board Report of
the Company together with the audited financial results for the
financial year ended 31st March, 2010.
Summarised Financial Results: (Rs. in Lacs)
Particulars 2009-2010 2008-2009
Sales (Net) 69089.84 83119.93
Other Income 9.19 39.71
Total Income 69099.03 83159.64
Profit Before Depreciation, Interest
& Tax (PBDIT) 4846.70 4208.25
Less: Interest 6.56 6.15
Profit Before Depreciation & Tax (PBDT) 4840.14 4202.10
Less: Depreciation 785.61 678.47
Profit Before Tax (PBT) 4054.53 3523.63
Less:
Provision for Current Taxation 1430.00 963.00
Provision for Fringe Benefit Tax ----- 28.50
Provision for Deferred Tax (43.56) 272.45
Income Tax paid for earlier years 23.74 -----
Profit After Tax (PAT) 2644.35 2259.68
Amount Available for Appropriation 3498.00 2689.74
Less:
Proposed Dividend 287.27 287.27
Corporate Dividend Tax 48.82 48.82
Transfer to General Reserves 2200.00 1500.00
Balance Carried to Balance Sheet 961.90 853.65
Sub-division / Split of Shares:
During the financial year under review, the Company has sub divided /
split its equity shares from one equity share of face value Rs. 10/-
each into five equity shares of Rs. 2/- each w.e.f. October 27, 2009 .
Issue / Allotment of Convertible Debentures to HT Media Ltd. and
Writers & Publisher Pvt. Ltd.
During the financial year under review, the Company has issued on 29th
December, 2009, 7,00,000 Fully Convertible Debentures of face value
Rs.100/- each to HT Media Limited and 20,00,000 Fully Convertible
Debentures of face value Rs.100/- each to Writers & Publisher Pvt.
Ltd. respectively for amount aggregating to Rs. 27 Crore (Rupees Twenty
Seven Crore Only) on preferential basis. Debentures are convertible
into equity shares at applicable price as computed according to the
provisions of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009. Due date of conversion of the said fully convertible
debentures is 28th June, 2011.
Business / Financial Performance:
We are pleased to inform you that your Company has recorded the sales
and profit of Rs.69090 Lakhs and Rs. 2644 Lakhs respectively during
the financial year under review. However, sales for the year under
review were declined to Rs. 69090 Lakhs from preceding year sales of
Rs.83120 Lakhs but PAT for financial year 2009-10 was Rs. 2644 Lakhs
which is higher by Rs.384 Lakhs (approx.) from preceding year profit of
Rs. 2260 Lakhs. The increase in net profit in terms of percentage is
17% (approx.). It is the result of reduction in costs particularly
personnel and administrative costs. During the financial year under
review, the Company has added 226 new franchisees and total franchised
outlets are 310 across Delhi & NCR, Punjab, Jaipur, Mumbai, Kolkata,
Nagpur, Ahmedabad and Baroda as compared to 84 as on March 31, 2009.
Overall, the Company has delivered a good performance in terms of
financial and operations amidst competitive retail market.
Dividends:
The Board of Directors have recommended a final dividend of Re.0.20/-
per equity share (i.e.,10% of the face value of Rs.2/-each) for the
financial year ended 31st March, 2010. Thus total payment for dividends
comes to Rs. 287.27 Lakhs.
Management Discussion and Analysis
A report on management discussion and analysis is annexed hereto and
forms part of this report.
Corporate Governance:
The Company has put in place the norms of Corporate Governance in
compliance with the provisions of Clause 49 of the listing agreement. A
report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement entered with the Stock Exchanges forms part of the
Annual Report. A certificate to that effect has been obtained from
Statutory Auditors of the Company and is annexed to this report.
Environmental aspects and Social Responsibility:
The Company is committed to improve all aspects of environment. We will
pay attention to promote and improve better socio economic conditions
of the society as we cannot exist without betterment of the society.
Directors:
Shri K.D.Ghosh and Dr. ING N.K. Gupta, Directors of the Company, retire
by rotation and being eligible offer themselves for reappointment. A
brief resume of the Director seeking re-appointment, their expertise
etc. is given in the notice to the ensuing Annual General Meeting.
Auditors:
The statutory auditors of the Company M/s P.K. Lilha & Co., Chartered
Accountants, Kolkata, retire at the conclusion of ensuing Annual
General Meeting and being eligible, offer themselves for re-appointment
till the conclusion of the next Annual General Meeting. In terms of
Section 224A of the Companies Act, 1956, their appointment needs to be
approved by the members of the company and their remuneration has to be
fixed.
Auditors Report:
The Notes on Accounts referred to the Auditors Report are self
explanatory and do not call for any further comments.
Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
û In preparation of the annual accounts for the financial year ended
31st March, 2010, the applicable accounting standards read with
requirement set out under Schedule VI to the Companies Act,1956, have
been followed along with the proper explanations relating to the
material departures, if any.
û 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 financial results of
the Company as at 31st March, 2010.
û The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting the fraud and other
irregularities.
û The Directors have prepared the annual accounts for the financial
year ended 31st March, 2010 on a going concern basis.
Public Deposits:
The Company has neither invited nor accepted any Public Deposits during
the year under review.
Particulars of Employees:
Particulars of employees as required to be furnished
pursuant to Section 217(2A) of the Companies Act,1956, read with the
rules thereunder, form part of this report. However, as per the
provision of Section 219(1)(b)(iv) of the Companies Act,1956, the
reports and accounts are being sent to all the shareholders of the
Company excluding the statement of particulars of employees. Any
Shareholder interested in obtaining a copy may write to the Company
Secretary.
Conservation of Energy & Technology Absorption and Foreign Exchange
earnings and outgo:
As the Company being in retail sector, the provisions regarding giving
details of conservation of energy is not applicable.
However there is no expenditure on Research & Development, Technology
absorption, adoption & innovation during the current financial year.
Your Company does not have any exports initiatives to report to members
as the Company is fully concentrating on domestic market. There is no
foreign exchange earnings and outgo.
Acknowledgment:
The Board would like to thank and also place on record their sincere
appreciation to all consumers, bankers, vendors and other stakeholders
for their continued support during the year under review. Your
Directors are quite optimistic for support to be extended by all in the
years to come.
For and on behalf of the Board
Sd/- Sd/-
Manoj Mishra A. Chatterjee
Director Director