| The Members
The Directors have pleasure in presenting their Sixty-ThirdAnnual
Report together with the audited financial statement for the financial
year ended 31sl March, 2014.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
2013-2014 2012-2013
Revenue from operations / Other Income 388.02 57.03
Less Expenditure: 379.06 112.66
Profit/(Loss) before tax & prior Period
Expenses 8.95 (55.63)
Less: Prior Period Expenses 1.74 Nil
Profit/(Loss) before tax 7.21 (55.63)
Less: Tax Expenses:
- Current Tax 1.34 Nil
Earlier period taxation 0.01 Nil
- Deferred Tax 0.14 Nil
Profit/(Loss) after tax 5.72 (55.63)
Add :- Profit/(Loss) brought forward from (1539.79) (1484.16)
previous year
Balance Carried to the Balance Sheet (1534.07) (1539.79)
OPERATIONS:
Your Company posted a Turnover/Income of Rs.388.02 lacs during the
financial year ended 31s' March, 2014 as compared to Rs.57.03 Lacs in
the previous year.
In comparison to previous Financial Year, turnover of Financial Year
2013-14 has been improved and various business developments carried out
by the Company are yielding fruits and so in near future the management
is confidentthe same will be reflected in improved financial health of
the Company
CORPORATE GOVERNANCE:
The detailed report on Corporate Governance in terms of the clause 49
of Listing Agreement is attached which forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
During last year with passage of time picture of global economy became
more promising. Last year started with stronger revival in US
economy.during the year European economy also saw signs of recovery.
Recovery in developed economies let to cut in various stimulus packages
and concerns of slowing flow of foreign money in emerging markets like
India pressurized currencies especially due to India's large current
account deficit. Various measures by Government and RBI arrested the
pressure but domestic growth remained a challenge. Domestic economic
growth remained below 5% for second year in a raw.
Controlling high inflation remained priority for domestic policy makers
over growth. During later part of the last year elections in four
states and central elections took center stage which affected pace of
government decision making and policy framework. Sectors like
automobile, capital goods, infrastructure, aviation suffered due to
this and negative sentiments. With a strong mandate with newly elected
central government there is an overall positive sentiment for faster
decision making and revival of Indian economy.
Last year was an important year for your company in recent past, as for
the first time in recent time your company posted a profit. Various
efforts made by management in last couple of years has started yielding
results. With likely revival of Indian economy and continuous efforts
of the management, this year looks very promising. During last year
your company added consultancy segment and management is actively
looking for tapping various business avenues.
DIVIDEND
In view of the carried forward losses, your Directors do not recommend
payment of any dividend on equity shares.
FIXED DEPOSITS
Your Company has not accepted any deposit from the Public during the
financial year under review.
DIRECTORS
Section 149 of the Act which defines the composition of the Board and
the criteria for a Director to be considered as independent has been
notified w.e.f. 01.04.2014. The Board consists of five Directors out of
which two Directors are Promoter Directors.
Shri K.S. Kirushnamani, Director of the Company resigned w.e.f. 5lh
February, 2014, the Board wishes to place on record its appreciation of
the services rendered by him during his tenure.
Pursuant to Section 149 of the Companies Act, 2013 and as per amended
clause 49 of the Listing Agreement all listed Companies are required to
appoint atleast One Woman Director on the Board of Directors of the
Company. Mrs. Priti P. Kataria was appointed as an Additional Director
at the meeting of the Board of Directors of the Company held on
19thAugust, 2014as an Additional Director to hold office upto the date
of the ensuing Annual General Meeting.
Mrs. Priti P. Kataria and Shri R.R. Saboo are proposed to be appointed
as an Independent Director pursuant to Section 149 of the Companies
Act, 2013 for a period of five years and your Company has received
notice from a Corporate Member pursuant to Section 160 of the Companies
Act, 2013 signifying its intention to propose their candidature to the
office of Director and therefore the Board recommends their appointment
to the shareholders.Brief Bio-data of Mrs. Priti P. Kataria and Shri
R.R. Saboo are provided in Corporate Governance Report.
In accordance with Section 152 of the Companies Act, 2013, Shri Shyam
Agarwal retires by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for re-appointment. The Board recommends
his re-appointment to the members. Brief Bio-data of Shri Shyam Agarwal
is provided in Corporate Governance Report.
AUDITORS
M/s. S G C 0& Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, who are holding office till conclusion of
ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed to the Company that their re-appointment if, made
would be within the prescribed limits under Section 141 of the
Companies Act, 2013 and that they are not disqualified from
re-appointment within the meaning of the said act.
Your Director recommend their appointment for a period of 5 Years till
the conclusion of Annual General Meeting to be held in the Year 2019.
(subject to ratification of their appointment by the Members at every
Annual General Meeting).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
to the best of their knowledge and belief, confirm that:
- In the preparation of the Annual Accounts for the financial year
ended 31st March, 2014, applicable accounting standards have been
followed;
- Appropriate accounting policies have been selected and applied
consistently and such judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the Profit of the Company for that period;
- 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;
- The Annual Accounts of the Company have been prepared on a going
concern basis.
COMPLIANCE CERTIFICATE
Secretarial Compliance Certificate pursuant to Section 383Aof the
Companies Act, 1956 read with the Companies (Compliance Certificate)
Rules, 2001 is attached hereto and forms part of the Annual Report.
INFORMATION AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT.
1956
During the financial year under review, there were no employee in the
Company who was in receipt of remuneration in excess of the limits as
specified under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 (As amended vide
Notification No G.S.R 289(E) dated 31st March, 2011),
INFORMATION AS REQUIRED UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT.
1956
A. CONSERVATION OF ENERGY
Your Company is making continuous efforts to conserve energy
consumption wherever practicable by economizing on the use of power and
fuel in the factory and offices.
B. TECHNOLOGY ABSORPTION
No new technology absorption has been made during the financial year
2013-14.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no Foreign exchange earnings and outgo during the financial
year 2013-14. PERSONNEL During the year under review, your Company
maintained cordial relationship with employees.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their grateful
appreciation of the excellent assistance and co-operation received from
Government Bodies, bankers, customers, suppliers and distributors.
The Board of Directors wishes to express its gratitude and record its
sincere appreciation of the dedicated efforts by all employees.
Your Directors are thankful to esteemed shareholders for their support
and confidence reposed in the Company.
For and on behalf of the Board
Place: Mumbai Director Director
Date: 19th August, 2014 Shyam Agarwal Siddharth Agarwal
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