| Dear Members,
The Directors are pleased to present the 20thAnnual Report together
with theAuditedAccountsofthe Company for the year ended 31st March,2014
Financial Results
The financial results for the year ended 31s March, 2014 and for the
previous year ended 31s March, 2013 are as follows:
(Rs. in Lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
Income from Operation 0.00 0.00
Other Income 0.55 345.05
Profit before Finance Cost,
Depreciation and Taxes (18.51) 222.33
Finance Cost 0.10 0.12
Depreciation & Amortisation Expenses 0.00 20.60
Profit before Tax (18.62) 125.96
Provision for Taxation 0.00 25.20
Deferred Tax (Assets)/Liability 0.00 0.00
Short/(Excess) Provision of earlier year 0.00 0.00
Profit for the Year (18.62) 100.76
Earning per Share (0.89) 4.81
Your Company during the year achieved total revenue of Rs. 0.55 lacs
including other income of Rs.0.55 lacs in comparison to total revenue
of Rs.345.05 lacs including other income of Rs.345.05 lacs in the
previous year ended 31st March, 2013. Your Company ended the year with
a net profit of Rs.(18.62) lacs compared to profit of Rs.100.76 lacs
for the previous year ended 31s March, 2013. The earning pershare is
Rs.(0.89) in comparison to Rs. 4.81 pershare in the previous year.
The operational aspects of the Company's working have been covered in
detail in the Management Discussion and Analysis Report and the same is
deemed to be part of this Directors' Report.
Dividend
Your Directors does not see any possibility of declaration of dividend
for the year under review.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mrs P.K.Sethi (DIN 01969211),
Director of the Company retires by rotation and being eligible offers
herself for re-appointment.
Mr. J.P.Singh and Mr.Kamal Singh Mehra ,Directors of the Company, are
being appointed as independent Directors for five consecutive years for
a term upto March 31,2019 as per the provision of Section 149 and other
applicable provisions of the Companies Act, 2013 Brief resume of the
Directors seeking appointment/re-appointment, nature of their expertise
in specific functional areas and the name of the Public Companies in
which they hold Directorship and Chairman/Membership of the Committees
of the Board, are given as Annexure to the Notice convening the Annual
General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g)of the Companies Act, 1956. The Directors have made
necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Your Directors recommend their appointment/reappointment.
Fixed Deposits
During the year under review, your Company did not accept any Fixed
Deposits from the Public.
Auditors & Audit
The Statutory Auditors of the Company, M/s. H. Kumar & Associates,
Chartered Accountants (Firm Registration No.021518N), retire at the
ensuing Annual General Meeting and has confirmed their eligibility and
willingness to accept office, if re-appointed. The Audit Committee and
the Board of Directors recommends the re-appointment of M/s. H. Kumar &
Associates, Chartered Accountants (Firm Registration No. 021518N) as
the Auditors of the Company fora period of three years.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has appointed C. L. Golcha &
Associates, Chartered Accountants, Ghaziabad (Firm Registration No.
021141N) as Internal Auditors pursuant to the provisions of Section 138
of the Companies Act, 2013 for the financial year 2014-2015.
Secretarial Auditors
The Board of Directors of your Company are in the process of appointing
the Secretarial Auditor of the Company pursuant to the provisions of
Section 204 of the Companies Act, 2013 for the financial year
2014-2015.
Corporate Governance
The Securities and Exchange Board of India (SEBI) stipulates Corporate
Governance standards for listed companies through Clause 49 of the
Listing Agreement of the Stock Exchanges. Accordingly, a separate
report on Corporate Governance along with the Auditors' Certificate on
its compliance by the Company is included as a part of the Annual
Report.
Directors' Responsibility Statement
On the basis of compliance certificates received from the Internal
Auditors and Executives of the Company, subject to the disclosures in
the Annual Accounts and also on the basis of the discussion with the
Statutory Auditors of the Company from time to time, we state as under:
* that in the preparation of the Annual Account for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed and there has been no material departure.
* that the Directors have selected such Accounting Policies and applied
them consistently and made judgment and estimates that were 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 profits of
the Company for the year under review.
* 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
the Company and for preventing and detecting fraud and other
irregularities.
* that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with the Internal Auditors.
Particulars of Employees
There has been no employee during theyearwhose particulars are required
to be given under section 217(2A)of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules 1975.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo
Information under Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of the particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure 'A' forming part
of this Report.
Personnel
Relations with the Employees remained cordial and harmonious throughout
the year, thereby strengthening the commitment of the Employees at all
level to the growth of the Company.
Acknowledgement
The Directors acknowledge with gratitude the co-operation extended by
various agencies of the Central Government, Government of Haryana ,
Banks and all Business Associates during the year under review. The
Board also takes this opportunity to express its deep gratitude for the
continuous support received from the Shareholders and wholehearted
cooperation given by the employees of the Company working at various
levels.
By Order of the Board
Sd/-
Place : Gurgaon H. S. Sethi
Dated : 27th August, 2014 Whole Time Director
DIN No. 00013662 |