Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Report for the
financial year ended 31st March 2014.
FINANCIAL RESULTS
(Figure in Rs.)
Loss for the year (5,68,232)
Less: Loss brought forward from the previous year (9,64,15,033)
Balance carried to Balance Sheet (9,69,83,265)
FINANCIAL PERFORMANCE
Your Director are positive about the Company''s operations and making
best efforts to implement the cost reduction measures to the extent
feasible.
DIVIDEND
Considering the present financial status of the Company, your directors
do not recommend any dividend for the year under report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion & Analysis Report is appended to
this Report.
Your Directors confirm:
(i) that in the preparation of the annual accounts, the appficable
accounting standards have been followed;
(ii) that 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 your Company at the end of the financial year ended 31s*
March 2013 and of the profits of your Company for that year;
(iii) that 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
your Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS
Your Company has not accepted any fixed deposit.
LISTING OF SHARES
The Company''s shares are listed on the stock exchanges of Kolkata and
Mumbai.
ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE
COMPANIES ACT. 1956
In view of the present state of affairs of your Company, there is no
matte r for reporting on Environment Safety and Information pursuant to
Section 217 of the Companies Act, 1956.
DIRECTORS
During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar
resigned from the directorship of the Company w.e.f. 07th April, 2013 &
11th May, 2013. The Board appreciates and places on record the valuable
contribution, guidance and advice received from them.
Mr. Shane Ahmed Warsi was appointed as an additional director of the
Company w.e.f. 11th March 2013, and his tenure of office of Additional
director expires at the ensuing Annual General Meeting to be held on
27th September 2013. In this connection, the Company has not received
any correspondence from Mr. Shane Ahmed Warsi showing his intention to
continue on the Board and his appointment as a Director at the ensuing
Annual General Meeting. In view of this, the Board had in its meeting
held on 11th May 2013 decided NOT TO recommend the appointment of Mr.
Shane Ahmed Warsi as a Director to the members of the Company. As a
consequence, Mr. Shane Ahmed Warsi ceased to be Additional Director
from the conclusion of the Last Annual General Meeting held on 27th
September 2013.
In accordance with the provisions of the Companies Act, 2013, Mr.
Vishal Dedhia, retires by rotation at the ensuring Annual general
Meeting and being eligible offers himself for re-appointment.
AUDITOR AND AUDITOR''S OBSERVATION
Mr. Sanjay Kumar Maheswary, Chartered Accountant, Kolkata retire at the
forthcoming Annual General Meeting and is eligible for re-appointment.
The Company has received letters from Auditor to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment
Auditor''s observation and Management''s explanation to the Auditor''s
observation -
The Directors refer to the Auditor''s observation in the Auditor''s
Report and as required under Section 134{l)(f)of the Companies Act,
2013, provide their explanation as under:
(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES
Your directors wish to state that the Company is taking all the
necessary steps to protect further erosion. The management believes
that the business loss is a temporary phenomenon and is working towards
the revival of the Company.
(II) OTHER OBSERVATIONS
With reference to the other observations made by the Auditor in his
Report, your Directors wish to state that the relevant notes forming
part of Company''s Accounts are self explanatory and hence do not
require any further explanation from the Board.
PARTICULARS OF EMP1Q Y£.I5
There are no employees who are in receipt of salary in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended.
ACKNOWLEDGEMENTS
Your Board of Directors takes this opportunity to thank all the
shareholders of the Company for their confidence and belief in the
Company.
On behalf of the Board of Director
Sd/-
Dated : 30th May, 2014 Vishal Dedhia
Place: Kolkata Director
Mar 31, 2013
The Directors have pleasure in presenting their Report for the
financial year ended 31st March 2013.
FINANCIAL RESULTS
(Rupees in lacs)
Profitfor the year 228.30
Less : Loss brought forward from the
previous year 1192.45
Balance carried to Balance Sheet (964.15)
ACTIVITIES
The Board of Directors of your Company is pleased to inform you that
the trading in the equity shares of the Company was successfully
resumed on Bombay Stock Exchange (BSE) during the year under review.
BSE revoked the suspension in the securities of Company w.e.f. 6th
December, 2012.
Your directors arepositive about the Company''s operations and are
making their best efforts to implement the cost reduction measures to
the extent feasible.
CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY
During the year under review, M/s.Edge Consultancy Services LLP ("Acqui
rer") have acquired 34,12,597 equity shares of Rs.10/- each,
representing 62.04% equity stake and voting rights accompanied with
effective management control of the Company from erstwhile promoters by
entering into Share Purchase Agreement and after complying with the
requirements of Open Offer in terms of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.
DIVIDEND
Considering the present financial status of the Company, your directors
do not recommend any dividend for the year under report.
CORPORATE GOVERNANCE
A separate report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion & Analysis Report is appended to
this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) that 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 your Company at the end of the financia I year ended 31st
March 2013 and of the profits of your Company for that year;
(iii) that 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
your Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS
Your Company has not accepted any fixed deposit.
LISTING OF SHARES
The Company''s shares are listed on the stock exchanges of Kolkata and
Mumbai.
ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE
COMPANIES ACT. 19S6
In view of the present state of affairs of your Company, there is no
matter for reporting on Environment Safety and Information pursuant to
Section 217 of the Companies Act, 1956.
DIRECTORATE
During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar
resigned from the directorship of the Company w.e.f. 07th April, 2013 &
11th May, 2013. The Board appreciates and places on record the valuable
contribution, guidance and advice received from them.
Mr. Shane Ahmed Warsi was appointed as an additional director of the
Company w.e.f. 11th March 2013, and his tenure cf office of Additional
director expires at the ensuing Annual General Meeting to be held on
27th September 2013. In this connection, the Company has not received
any correspondence from Mr. Shane Ahmed Warsi showing his intention to
continue on the Board a nd his appointment as a Director at the ensuing
Annual General Meeting. In view of this, the Board has in its meeting
held on 11th May 2013 decided NOT TO recommend the appointment of Mr.
Shane Ahmed Warsi as a Director to the members of the Company. As a
consequence, Mr. Shane Ahmed Warsi shall cease to hold office of
Additional Director from the conclusion of the ensuing Annual General
Meeting to be held on 27th September 2013.
Mr.Mahendra Ganatra was appointed as ''Additional Director" of the
Company w.e.f. 07th April 2013 to hold the office till the conclusion
of the ensuing Annual General Meeting. The Company has received notice
under Section 257 for his appointment as Director in the forthcoming
Annual General Meeting.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Ms.Namrata Malu retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers herself for re-appointment.
The board recommends the re-appointment which will be beneficial to the
company.
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the details of Directors seeking re-appointment at the
ensuing Annual General Meeting are provided in the Annual report.
AUDITOR AND AUDITOR''S OBSERVATION
Mr. Sanjay Kumar Maheswary, Chartered Accountant, Mumbai retire at the
forthcoming Annual General Meeting and is eligible for re-appointment.
The certificate under Section 224(1B) of the Companies Act, 1956 has
been obtained as required.
Auditor''s observation and Management''s explanation to the Auditor''s
observation -
The Directors refer to the Auditor''s observation in the Auditor''s
Report and as required under Section 217(3) of the Companies Act, 1956,
provide their explanation as under:
(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES
Your directors wish to state that the Company is taking all the
necessary steps to protect further erosion. The management believes
that the business loss is a temporary phenomenon and is working towards
the revival of the Company.
(II) OTHER OBSERVATIONS
With reference to the other observations made by the Auditor in his
Report, your Directors wish to state that the relevant notes forming
part of Company''s Accounts are self explanatory and hence do not
require any further explanation from the Board.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of salary in excess of the
limits prescribed under Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particu lars of Employees) Rules, 1975, as
amended.
ACKNOWLEDGEMENTS
Your Board of Directors takes this opportunity to thank all the
shareholders of the Company for their confidence and belief in the
Company.
On behalf of the Board of Director
Sd/-
Dated : 11th May, 2013 Vishal Dedhia
Place : Kolkata Director
Mar 31, 2011
The Directors present the Annual Report and Audited accounts of the
Company or the ended 31st March, 2011.
FINANCIAL RESULTS (Rupees in lacs)
Loss for the year (0.12),
Add: Loss Brought forward from
the previous year (1191.37)
Balance Carried to Balance Sheet (1191.49)
GENERAL
In view of circumstances reported earlier, at present there is no
activity in the Company. The management's efforts to arrange finance
and opportunity to start the business a fresh could not materialized as
yet. However efforts are going on.
ENVIRONMENT & SAFETY AND INFORMATION PURSUANT TO SECTION 217 OF THE
COMPANIES ACT, 1956.
In view of the present state of affairs of your company, there is no
matter for reporting on environment safety and information pursuant to
Section 217.
DIRECTORATE
Mr. Vaebhav Bhatter retires by rotation and being eligible offer
himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
state that -
In preparation of Annual Accounts, the applicable accounting standards
has been followed along with proper explanation relating to material
departure.
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 true and fair view of the state of affairs of the
Company at the end of financial year and the Loss of the Company for
that period.
The Directors had taken proper and sufficient care for the maintenance
of adequate accounting record in accordance with the provisions of the
Companies Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
The Directors had prepared the annual account on a going concern basis
as described in note no. 3 of Schedule 5.
FIXED DEPOSIT
The Company has not accepted any fixed deposit.
LISTING OF EQUITY SHARES ON STOCK EXCHANGES
The Company's Shares are listed on the Stock Exchanges of Kolkata and
Mumbai. Due to financial constraints listing fee are not being paid to
the Stock Exchanges.
DIRECTORS' REPORT (Contd.)
AUDITORS
The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant,
being eligible offer himself for re-appointment. The Certificate under
sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as
required.
The notes to the accounts, referred to in the Auditors Report, are self
explanatory and therefore do not call for any further comment on the
auditors Report under section 217 (3) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors wish-to place on record the great patience shown by the
Shareholders and would like to extend our sincere thanks to them.
On behalf of the Board
K. K. Mohta
Kolkata, 4th August, 2011 Director
Mar 31, 2010
The Directors present the Annual Report and Audited accounts of the
Company for the year ended 31st March, 2010.
FINANCIAL RESULTS (Rupees in lacs)
Loss for the year (0 14)
Add: Loss Brought forward from the previous year (1191 23)
Balance Carried to Balance Sheet (1191.37)
GENERAL
As Reported earlier, the management is still desirous to start the
business a fresh, for which necessary efforts are going on to get
required finance and opportunity. However at present there is no
activity in the Company.
ENVIRONMENT ANDSAFETY & INFORMATION PURSUANTTO SECTION 217 OFTHE
COMPANIES ACT 1956. .
In view of the present state of affairs of your company, there is no
matter for reporting on environment safety and information pursuant to
Section 217.
DIRECTORATE
Mr. Bharat Mehta, retires by rotation and being eligible offer himself
for re-appointment. .
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
state that -
In preparation of Annual Accounts, the applicable accounting standards
has been followed along with proper explanation relating to material
departure.
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 true and fair view of the state of affairs of the
Company at the end of financial year and the Loss of the Company for
that period.
The Directors had taken proper and sufficient care for the maintenance
of adequate accounting record in accordance with the provisions of the
Companies Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
The Directors had prepared the annual account on a going concern basis
as described in note no 3 of Schedule 5.
FIXED DEPOSIT
The Company has not accepted any fixed deposit.
LISTING OF EQUITY SHARES ON STOCK EXCHANGES
The Company's Shares are listed on the Stock Exchanges of Kolkata and
Mumbai. Due to financial constraints listing fee are not being paid to
the Stock Exchanges.
DIRECTORS'REPORT (Contd.)
AUDITORS
The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant,
being eligible offer himself for re-appointment. The Certificate under
sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as
required.
The notes to the accounts, referred to in the Auditors Report, are self
explanatory and therefore do not call for any further comment on the
auditors Report under section 217 (3) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors wish to place on record the great patience shown by the
Shareholders and would like to extend our sincere thanks to them.
On behalf of the Board
K. K. Mohta
Kolkata, 11th August, 2010 Director
Mar 31, 2009
The Directors present the Annual Report and Audited accounts of the
Company for the year ended 31st March, 2009.
FINANCIAL RESULTS (Rupees in lacs)
Loss for the year 0.35
Add: Loss Brought forward from
the previous year (1190.88)
Balance Carried to Balance Sheet (1191.23)
GENERAL
As you are aware, due to erosion of net worth, company was referred to
BIFR and consequently assets were disposed off to pay the liabilities
in terms of their order. Since then there is no activity in the
company, but the management is still desirous to start the business a
fresh upon getting opportunity and finance.
DIRECTORS REPORT (Contd.) AUDIT COMMITTEE
Audit Committee of your Company, has supervised the financial statement
/ transactions and held 2 (two) meetings during the year to review the
companys affairs.
ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE
COMPANIES ACT, 1956.
In view of the present state of affairs of your company, there is no
matter for reporting on environment safety and information pursuant to
Section 217.
DIRECTORATE
Mr. K. K. Mohta, retires by rotation and being eligible offer himself
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
state that - In preparation of Annual Accounts, the applicable
accounting standard has been followed along with proper explanation
relating to material departure.
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 true and fair view of the state of affairs of the
Company at the end of financial year and the Loss of the Company for
that period.
The Directors had taken proper and sufficient care for the maintenance
of adequate accounting record in accordance with the provisions of the
Companies Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities. The Directors
had prepared the annual account on a going concern basis as described
in note no. 3.
FIXED DEPOSIT
The Company has not accepted any fixed deposit.
LISTING OF EQUITY SHARES ON STOCK EXCHANGES
The Companys Shares are listed on the Stock Exchanges of Kolkata and
Mumbai. Due to financial constraints listing fee could not be paid in
full to the Stock Exchanges.
AUDITORS
The retiring Auditor Mr. Sanjay Kumar Maheswary,Chartered Accountant,
being eligible offer himself for re-appointment. The Certificate under
sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as
required.
The notes to the accounts, referred to in the Auditors Report, are self
explanatory and therefore do not call for any further comment on the
auditors Report under section 217 (3) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors wish to place on record the great patience shown by the
Shareholders during the difficult period, which the Company has faced
and would like to extend our sincere thanks to them.
On behalf of the Board
K. K. MOHTA
Kolkata, 10th August, 2009 Director