| Dear Members,
The Directors have pleasure in presenting their 21st Report and
audited accounts for the financial year ended on March 31, 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS 2013-14 2012-13
Total Income 32.65 28.50
Profit/(Loss) before 0.44 0.01
Depreciation & Provisions
Depreciation 0.14 0.15
Provisions for Doubtful 0.00 89.30
Debts & Diminution in value of Investment
Provisions written back 0.00 89.83
Tax Expenses 0.00 0.00
Net Profit/(Loss) 0.30 0.39
OPERATIONS
During the year under review, the Company earned total income of
Rs.32.65 Lacs as against Rs.28.50 Lacs during the year 2012-13.
However, the Net Profit for the year under review was Rs.0.30 Lacs as
compared to a profit of Rs.0.39 Lacs during the year 2012-13.
DIVIDEND
In view of the inadequate profits in the current financial year, the
Board regrets its inability to recommend any dividend for the year
under review.
RESERVES
During the year, no amount was transferred to reserves.
AUDITORS
TheAuditors of the Company M/s Kalani & Company, Chartered Accountants,
Jaipur, retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Audit Committee has
recommended to the Board, the re-appointment of M/s Kalani & Company,
Chartered Accountants, Jaipur, the present Auditors of the Company as
StatutoryAuditors of the Company from the conclusion of forthcoming
Annual General Meeting for a period of 3 years till the conclusion of
24th Annual General Meeting of the Company to be held in 2017, subject
to approval of the shareholders at the Annual General Meeting. The
auditors have furnished a certificate to the effect that the proposed
re-appointment, if made, will be in accordance with Section 141 of the
Companies Act, 2013.
COST AUDITORS
During the year, Board had appointed PRJ & Associates, Cost Accountant
to furnish Compliance certificate under Companies (Cost Accounting
Records) Rules, 2011. The Company shall duly file the Compliance
certificate for the financial year ended March 31, 2014 with the
Ministry of CorporateAffairs.
AUDITOR'S OBSERVATIONS
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
DIRECTORS
There was no change in composition of Board of Directors during the
financial year 2013-14. As per the provisions of newly applicable
Companies Act, 2013, Shri Naveen Gupta will retire by rotation at the
ensuing Annual General Meeting (AGM) of the Company and being eligible
seeks re-appointment. To
comply with the provisions of Section 149 and other applicable
provisions of Companies Act, 2013, the Board has recommended
appointment of Shri Naresh Kumar Gupta and Shri Rajendra Prasad Daga as
Independent Directors of the Company for a period of five years as
mentioned in the notice of the forthcoming Annual General Meeting.
PARTICULARS OF EMPLOYEES
None of the employees fall under the purview of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of employees)
Rules, 1975.
SUBSIDIARIES
The Company does not have any subsidiary Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of conditions of
Corporate Governance is annexed and forms part of this annual report.
MANAGEMENT DISCUSSION & ANALYSIS
The report on Management Discussion & Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part
ofAnnual Report.
COMPLIANCE CERTIFICATE
Pursuant to proviso to Section 383A of the Companies Act, 1956, a
Company having paid up share capital of Rs. 10 Lacs and above but upto
Rs. 500 Lacs is required to obtain Compliance Certificate from Company
Secretary or where the Company has not employed Company Secretary then
by Company Secretary in whole time practice.
The Compliance certificate obtained from the Company Secretary is
annexed and forms part of the Directors' Report.
PUBLIC DEPOSITS
During the year under review, your Company has not
accepted any deposits from public.
DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE AND DELHI STOCK EXCHANGE
Your directors recommended the voluntary delisting of shares from
Jaipur Stock Exchange Limited and Delhi Stock Exchange as these Stock
Exchanges have lost their relevance in the recent past as the
transaction in securities are done online and in dematerialized form.
The Special Resolution for delisting was passed in last AGM but the
same could not be carried out.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the CompaniesAct, 1956, the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable accounting
have been followed along with proper explanation relating to material
departures;
2. 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
your company at the end of the financial year and of the profit of your
company for that period;
3. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure - I to
this Directors Report.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
co-operation extended by the Government authorities, Bankers, Customers
and other business associates and are grateful for their assistance,
guidance and support. Your Directors are also grateful to the
employees, shareholders and general public for their support and
confidence reposed in the management.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place : Jaipur (Anubha Gupta) (Naveen Gupta)
Date : 12.08.2014 Whole-time Director Director
DIN : 02914072 DIN : 01335569 |